SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC  20549
                                    FORM 10-K
                                   (Mark One)
            [ X ]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                     For the fiscal year ended April 3, 1998

                                       OR

            [    ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
            OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
                                        
                For the transition period from                 to
                                        
                         Commission file number 0-25226
     
                               EMERSON RADIO CORP.
             (Exact name of registrant as specified in its charter)
                                        
         Delaware                                       22-3285224
(State or other jurisdiction of           (I.R.S. Employer Identification
incorporation or organization)            Number)  

  Nine Entin Road, Parsippany, NJ                     07054
(Address of principal executive                     (Zip Code)
offices)

Registrant's telephone number, including area code:   (973) 884-5800
     
Securities registered pursuant to Section 12(b) of the Act:
    Title of each class            Name of each exchange on which registered
Common Stock, par value $.01                       American Stock Exchange
per share

Securities registered pursuant to Section 12(g) of the Act:  Series A  Preferred
Stock and Warrants.
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  12  months (or for such shorter period that the  registrant  was
required  to  file  such  reports)  and (2) has  been  subject  to  such  filing
requirement for the past 90 days.   [X]  YES   [   ]  NO.

Indicate  by check mark if disclosure of delinquent filers pursuant to Item  405
of  Regulation  S-K is not contained herein, and will not be contained,  to  the
best  of  registrant's knowledge, in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.      [   ]

Aggregate  market  value  of the voting stock of the  registrant  held  by  non-
affiliates of the registrant at June 24, 1998 (computed by reference to the last
reported sale price of the Common Stock on the American Stock Exchange  on  such
date):  $10,461,520.

Indicate  by  check  mark  whether the registrant has filed  all  documents  and
reports to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of
1934  subsequent to the distribution of securities under a plan confirmed  by  a
court.   [X]  YES   [  ]  NO.

Number of Common Shares outstanding at June 24, 1998:  51,118,915

DOCUMENTS  INCORPORATED  BY  REFERENCE:  Proxy Statement  for  the  1998  Annual
Meeting of Stockholders:  Part III

                                     PART I

Item 1. BUSINESS

GENERAL

      Emerson  Radio Corp. ("Emerson" or the "Company"), a consumer  electronics
distributor,  directly and through subsidiaries, designs, sources,  imports  and
markets  a  variety  of televisions and other video products,  microwave  ovens,
audio,  home  theater,  specialty and other consumer electronic  products.   The
Company  also  licenses  the  Emerson and G-Clef  trademark  for  a  variety  of
television,   video,   telephone,   and   other   products   domestically    and
internationally to certain non-affiliated entities (See "Business-Licensing  and
Related  Activities"  for  further discussion).   The  Company  distributes  its
products primarily through mass merchants and discount retailers leveraging  the
strength of its Emerson and G-Clef trademark, a nationally recognized trade name
in the consumer electronics industry.  The trade name "Emerson Radio" dates back
to  1912  and is one of the oldest and most well respected names in the consumer
electronics industry.

      The Company believes it possesses an advantage over its competitors due to
the  combination  of  (i)  the Emerson and G-Clef brand  recognition,  (ii)  its
distribution base and established relations with customers in the mass  merchant
and  discount  retail  channels, (iii) its sourcing  expertise  and  established
vendor  relations,  and  (iv) an infrastructure with  personnel  experienced  in
servicing  and  providing  logistical support  to  the  domestic  mass  merchant
distribution  channel.   Emerson  intends  to  continue  to  leverage  its  core
competencies  to offer a broad variety of current and new consumer  products  to
retail  customers.  In addition, the Company has in the past and intends in  the
future  to  form  joint  ventures  and  enter  into  licensing  and  distributor
agreements which will take advantage of the Company's trademarks and utilize the
Company's  logistical  and  sourcing advantages  for  products  which  are  more
efficiently marketed with the assistance of these partners.

      The  Company's  core  business consists of the distribution  and  sale  of
various  low to moderately priced product categories, including black and  white
and color televisions, video cassette recorders ("VCRs"), video cassette players
("VCPs"),  TV/VCR  combination units, home stereo and portable  audio  products,
home  theater  products  and  microwave ovens.  The majority  of  the  Company's
marketing  efforts  and sales of these products is concentrated  in  the  United
States  and, to a lesser extent, certain other international regions.  Emerson's
major   competition  in  these  markets  are  foreign-based  manufacturers   and
distributors.   See "Business - Competition."

      The  Company was originally formed in the State of New York in 1956  under
the  name  Major Electronics Corp.  In 1977, the Company reincorporated  in  the
State  of  New Jersey and changed its name to Emerson Radio Corp.  On March  31,
1994,  the  Company  successfully reorganized under Chapter 11  of  the  Federal
Bankruptcy  Code.  On April 4, 1994, the Company was reincorporated in  Delaware
by  merger  of its predecessor into its wholly-owned Delaware subsidiary  formed
for  such  purpose.  References to "Emerson" or the "Company" refer  to  Emerson
Radio  Corp. and its predecessor and subsidiaries, unless the context  otherwise
indicates.  The Company's principal executive offices are located at Nine  Entin
Road,  Parsippany,  New Jersey 07054-0430.  The Company's  telephone  number  in
Parsippany, New Jersey, is (973) 884-5800.

PRODUCTS

     The Company directly and through subsidiaries designs, sources, imports and
markets  a  variety  of  television and other video products,  microwave  ovens,
audio, home theater, specialty and other consumer electronic products, primarily
on  the  strength  of  its Emerson and G-Clef trademark, a nationally
recognized symbol  in  the  consumer electronics industry.
The Company's  current  product categories consist of the following
core products:

<TABLE>
                                                              
      Video Products                     Audio Products            Other
                                                       
 <S>                                     <C>                    <C>
 Color televisions                       Shelf systems          Home theater
 Black and white specialty televisions   CD stereo systems      Microwave ovens
 Color specialty televisions             Portable audio,
 Color TV/VCR combination units             cassette & CD
 Video cassette recorders                   systems
 Specialty video cassette players        Personal audio,     
                                            cassette & CD
                                            systems
                                          Digital clock
                                            radios  
                                          Specialty clock 
                                            radios
</TABLE>

      All  of  the Company's products offer various features.  Color  television
units  range  in  screen  size from 5 inches to 25 inches  and  specialty  color
televisions are offered in 5 inch and 9 inch units.  Combination units range  in
screen  size  from  9  inches to 25 inches.  Portable audio systems  incorporate
AM/FM  radios  and/or  cassette  and/or CD  players  in  a  variety  of  models.
Microwave  ovens range in size from 0.6 cubic feet to 1.2 cubic feet  containing
features  such  as turntables, key pad touch controls, auto defrost  and  multi-
power  levels.  Industry sales of units of  home theater speakers increased  60%
($126 million) in 1997 and are expected to increase another 20% ($70 million) in
1998.  During  the  fiscal  year ending April 3, 1998  ("Fiscal  1998")  Emerson
introduced  its  CinemaSurround(R) product line, a new  concept  in  Home 
Theater Technology  which  uses  a patented technology to deliver dynamic 
3-dimensional sound from any stereo source, without the need for any decoding
electronics.

GROWTH STRATEGY

      The  Company's  strategic  focus  is  to:   (i)  develop  and  expand  its
distribution  of  consumer electronics products in the domestic  marketplace  to
existing  and  new customers; (ii) develop and sell new products, such  as  home
theater;  (iii)  capitalize on opportunities to license the Emerson  and  G-Clef
trademark; (iv) leverage and exploit its sourcing capabilities, buying power and
logistics  expertise in the Far East either internally or  on  behalf  of  third
parties;  (v)  expand international sales and distribution  channels;  and  (vi)
expand  through strategic mergers and acquisitions of, or controlling  interests
in,  other  companies.   See  Note  3 to the consolidated  financial  statements
included  in  Item  8  "Financial Statements and Supplementary  Data"  regarding
Emerson's investment in Sport Supply Group ("SSG") as part of its strategic plan
to expand.

     The Company believes that the Emerson and G-Clef trademark is recognized in
many  countries.  A principal component of the Company's growth strategy  is  to
utilize   this  global  brand  name  recognition  together  with  the  Company's
reputation for quality and cost competitive products to aggressively promote its
product  lines  within  the United States and targeted geographic  areas  on  an
international basis.  The Company's management believes the Company will be able
to  compete more effectively in the highly competitive consumer electronics  and
microwave  oven  industries,  domestically  and  internationally,  by  combining
innovative  approaches to the Company's current product line and augmenting  its
product  line with complimentary products.  The Company intends to  pursue  such
plans  either  on  its own, or by forging new relationships,  including  through
license  arrangements,  distributorship  agreements  and  joint  ventures.   See
"Business-Licensing and Related Activities."

SALES AND DISTRIBUTION

      The  Company  makes  available to its customers a direct  import  program,
pursuant  to which products bearing the Emerson trademark are imported  directly
by   the  Company's  customers.   In  Fiscal  1998  and  Fiscal  1997,  products
representing  approximately  77%  and 46% of net  revenues,  respectively,  were
imported directly from manufacturers to the Company's customers.  If the Company
experiences  a  decline  in  sales  effected  through  direct  imports   and   a
corresponding  increase  in domestic sales, the Company will  require  increased
working  capital  in  order  to purchase inventory to  make  such  sales.   This
increase  in  working  capital may affect the liquidity  of  the  Company.   See
"Management's  Discussion  and Analysis of Results of Operations  and  Financial
Condition" and "Forward-looking Information".

      The  Company has an integrated system to coordinate the purchasing,  sales
and  distribution aspects of its operations.  The Company receives  orders  from
its  major  accounts electronically or by the conventional modes  of  facsimile,
telephone  or mail.  The Company does not have long-term contracts with  any  of
its  customers,  but  rather  receives orders on  an  ongoing  basis.   Products
imported by the Company (generally from the Far East and Mexico) are shipped  by
ocean  and/or  inland  freight  and then stored in contracted  public  warehouse
facilities  for  shipment  to  customers.  This also  includes  the  use  of  an
Affiliate's  warehouse pursuant to a Management Services Agreement  between  the
Company and the Affiliate.  (See Note 3 to the Consolidated Financial Statements
included in Item 8).  All merchandise received by Emerson is automatically input
into  the  Company's on-line inventory system.  As a purchase order is  received
and filled, warehoused product is labeled and prepared for outbound shipment  to
Company  customers by common, contract or small package carriers for sales  made
from the Company's inventory.

DOMESTIC MARKETING

      In  the  United States, the Company markets its products primarily through
mass  merchandisers  and  discount retailers.   Wal-Mart  Stores  accounted  for
approximately 58% and 36%, and Target Stores accounted for approximately 16% and
13%  of the Company's net revenues in Fiscal 1998 and Fiscal 1997, respectively.
No  other customer accounted for more than 10% of the Company's net revenues  in
either  period.  Management believes that any loss or reduction  in  sales  from
these customers may have a material impact on the Company's operating income.

      Approximately 34% and 43% of the Company's sales in Fiscal 1998 and Fiscal
1997,  respectively, were made through sales representative  organizations  that
receive  sales commissions and work closely with the Company's sales  personnel.
The  sales  representative  organizations sell, in  addition  to  the  Company's
products,  similar, but generally non-competitive, products.  In most instances,
either party may terminate a sales representative relationship on 30 days' prior
notice  in  accordance with customary industry practice.  The  Company  utilizes
approximately 30 sales representative organizations, including one through which
approximately  13%  of the Company's net revenues were made in  1997.  No  other
sales  representative organization accounted for more than 10% of the  Company's
net  revenues in either year. The remainder of the Company's sales are  made  to
retail customers serviced by the Company's sales personnel.

FOREIGN MARKETING

      While the major portion of the Company's marketing efforts are made in the
United  States, approximately 2% and 8% of the Company's net revenues in  Fiscal
1998 and Fiscal 1997, respectively, were derived from customers based in foreign
countries. See Note 14 of notes to consolidated financial statements included in
Item   8   "Financial  Statements  and  Supplementary  Data"  and  "Management's
Discussion and Analysis of Results of Operations and Financial Condition."

LICENSING AND RELATED ACTIVITIES

      The Company has several license agreements in place, which allow licensees
the  use of the Emerson and G-Clef trademark for the manufacture and/or the sale
of  consumer  electronics  and  other products.  The  license  agreements  cover
various  countries  throughout  the world and are  subject  to  renewal  at  the
expiration  of  the  agreements.  Additionally, the  Company  has  entered  into
several  sourcing and inspection agreements that require the Company to  provide
these  services  in exchange for a fee.  License revenues recognized  in  Fiscal
years  1998, 1997 and 1996 were $5,597,000, $5,040,000 and $4,493,000,
respectively.  The  Company records  a majority of licensing revenues as they
are earned over the term  of  the related  agreements.  

      In February 1995, the Company and one of its largest Suppliers and certain
of  the  Supplier's affiliates (collectively, the "Supplier") entered  into  two
mutually  contingent agreements (the "Agreements").  Effective March  31,  1995,
the Company granted a license of certain trademarks to the Supplier for a three-
year  term.  The license permitted the Supplier to manufacture and sell  certain
video  products under the Emerson and G-Clef trademark to one of  the  Company's
largest  customer  (the "Customer") in the U.S. and Canada,  and  precluded  the
Supplier from supplying product to the Customer other than under the Emerson and
G-Clef  trademark  or the Supplier's other trademarks. Further,  the  Agreements
provided  that the Supplier would supply the Company with certain video products
for  sale  to other customers at preferred prices for a three-year term.   Under
the  terms of the Agreements, the Company received non-refundable minimum annual
royalties  from the Supplier to be credited against royalties earned from  sales
of  video cassette recorders and players, television/video cassette recorder and
player  combinations,  and  color televisions to  the  Customer.   In  addition,
effective  August 1, 1995, the Supplier assumed responsibility for  returns  and
after-sale  and  warranty  services on all video products  manufactured  by  the
Supplier and sold to the Customer, including similar video products sold by  the
Company  prior  to  April  1, 1995.  Royalty income recognized  by  the  Company
pursuant  to the Agreements were $4,000,000, $4,000,000 and $4,442,000 in
Fiscal 1998, 1997 and 1996, respectively, and are included in the balances
provided above.  The agreement expired on March 31, 1998.

      In  anticipation of the expiration of the Agreements, Emerson  executed  a
four-year  agreement   ("Daewoo Agreement") with Daewoo  Electronics  Co.  Ltd.,
("Daewoo")  in April 1997.  This agreement provides that Daewoo will manufacture
and  sell television and video products bearing the Emerson and G-Clef trademark
to  customers  in  the U.S. market.  Daewoo is responsible for and  assumes  all
risks  associated  with,  order processing, shipping,  credit  and  collections,
inventory, returns and after-sale service.  The Company will arrange  sales  and
provide marketing services and in return receive a commission for such services.
This  agreement  can be terminated without cause by either party  upon  90  days
notice.

      The  Daewoo Agreement may result in commission revenues that will be less
than,  equal  to  or  exceed  those earned from  the  Supplier  Agreement.   The
agreement  with  Daewoo  does  not contain minimum  annual  commissions  and  is
entirely  dependent on the volume of sales made by the Company that are  subject
to  the  Daewoo Agreement.  Should the Company not generate commission  revenues
that  are  at  levels  substantially equal to the revenues  generated  from  the
Supplier  Agreement,  the  Company's results  of  operations  will  be  effected
adversely.

     In February 1997, the Company executed  five-year license/supply agreements
with  Cargil International Corp. ("Cargil"), covering the Caribbean and  Central
and  South  American  markets.  The agreements provide for the  license  of  the
Emerson and G-Clef trademark for certain consumer electronics and other products
and  require Emerson to source and inspect product for Cargil.  Under the  terms
of  the  agreements,  the Company will receive minimum annual  royalties  and  a
separate  fee  for  the provision of sourcing and inspection  services.   Cargil
assumes  all  costs and expenses associated with the purchasing,  marketing  and
after-sales support of such products.
  
      In  October 1994, the Company entered into a license agreement with  Jasco
Products Co., Inc., ("Jasco"), as amended, whereby the Company granted a license
of  certain  trademarks  to  Jasco for use on consumer electronics  accessories.
Under  the  terms of the agreement  as amended in April 1997, the  Company  will
receive  minimum  annual  royalties through the life  of  the  agreement,  which
expires on December 31, 1998.
  
     In  June  1997,  the  Company entered into an eighteen month  non-exclusive
license agreement with World Wide One, Ltd., a Hong Kong corporation for use  of
the Emerson and G-Clef trademark in connection with the sale of certain consumer
electronics products and other products to Makro International Far East Ltd. for
sales of these products in China, Indonesia, Malaysia, Philippines, South Korea,
Taiwan  and Thailand.  The Company will provide sourcing and inspection services
for  at  least  50%  of the licensee's purchase requirement.   The  licensee  is
required  to  meet certain minimum sales requirements as well as to  ensure  the
establishment  of  adequate service centers or agents for  after-sales  warranty
services.
  
      In  March  1998,  the  Company  executed  three-year  license  and  supply
agreements  with  WW  Mexicana, S. A. de C. V. ("WW  Mexicana"),  a  distributor
located  in Mexico covering the Mexico market.  The agreements provide  for  the
license of the Emerson and G-Clef trademark for use on certain consumer products
to  be sold in Mexico and sourcing and inspection services.  Under the terms  of
these agreements, the Company will receive minimum annual royalties through  the
life  of  the  agreement  and  will receive a  separate  fee  for  sourcing  and
inspection services.
  
     In March 1998 the Company executed a three-year license agreement with Tel-
Sound  Electronics, Inc. ("Tel-Sound"), covering the United  States  and  Canada
markets.   The  agreement  provides for the license of the  Emerson  and  G-Clef
trademark  for use with telephones, answering machines and caller  ID  products.
Under  the  terms  of  this agreement, the Company will receive  minimum  annual
royalties through the life of the agreement.

      The  Company  intends  to  pursue additional licensing  opportunities  and
believes  that such licensing activities have had and will continue  to  have  a
positive  impact on operating results by generating royalty and sourcing  income
with  minimal incremental costs, if any, and without the necessity of  utilizing
working  capital.   See  "Management's Discussion and  Analysis  of  Results  of
Operations and Financial Condition" and "Forward-Looking Information."

DESIGN AND MANUFACTURING

      The  majority  of  the  Company's products are  manufactured  by  original
equipment manufacturers in accordance with the Company's specifications.   These
manufacturers are primarily located in Hong Kong, South Korea, China,  Malaysia,
Thailand and Mexico.

      The Company's design team is responsible for product development and works
closely with its  suppliers.  Company engineers determine the detailed cosmetic,
electronic  and  other  features for new products, which  typically  incorporate
commercially available electronic parts to be assembled according to its design.
Accordingly,  the  exterior  designs and operating  features  of  the  Company's
products   reflect  the  Company's  judgment  of  current  styles  and  consumer
preferences.    The  Company's  designs  are  tailored  to  meet  the   consumer
preferences  of  the  local market, particularly in the case  of  the  Company's
international markets.

      During  Fiscal  1998  and  Fiscal 1997, 100% of  the  Company's  purchases
consisted of imported finished goods.

     The following summarizes the Company's purchases from its major suppliers.

<TABLE>
                                   FISCAL YEAR      
             SUPPLIER           1998       1997

           <S>                  <C>        <C>
           Daewoo               42%        22%
           Tonic Electronics    20%        *
           Orient Power         *          21%
           Imarflex             *          16%

  *  Less than 10%.

</TABLE>

      No  other  supplier  accounted for more than 10% of  the  Company's  total
purchases   in   Fiscal  1998  or  Fiscal  1997.   The  Company  considers   its
relationships  with its suppliers to be satisfactory and believes that,  barring
any  unusual shortages or economic conditions (See "Management's Discussion  and
Analysis  of Results of Operations and Financial Condition" and "Forward-Looking
Information" regarding the economic crisis in Asia) the Company could develop,
as  it  already has developed, alternative sources for the products it currently
purchases.  Except for the agreement with Daewoo described above (See "Licensing
and Related Activities"), the Company does not have a contractual agreement with
any  of  its  suppliers for product purchases.  No assurance can be  given  that
certain  shortages of product would not result if the Company  was  required  to
seek  alternative sources of supply without adequate notice by a supplier  or  a
reasonable  opportunity  to seek alternate production facilities  and  component
parts.

WARRANTIES

      On  sales  the  Company makes to customers within the United  States,  the
Company  offers limited warranties comparable to those offered to  consumers  by
its competitors.

RETURNED PRODUCTS

     Customers return product to the Company for a variety of reasons, including
liberal  retailer  return  policies with their customers,  damage  to  goods  in
transit and occasional cosmetic imperfections and mechanical failures.

      The  Company  has  executed  an agreement with  Hi  Quality  International
(U.S.A.)  Inc.  ("Hi Quality") as an outlet for the Company's returned  products
pursuant  to  which  Hi  Quality has agreed to purchase  from  the  Company  all
returned consumer electronics products in the United States that are not subject
to  the  return-to-vendor agreements discussed below.  Hi Quality will refurbish
them, if feasible, and sell them as either refurbished or "As-Is" product.

      To  further reduce the costs associated with product returns, the  Company
has  entered  into  return-to-vendor  agreements  with  the  majority  of  its
suppliers.   For  a fee, the Company returns defective returned product  to  the
supplier  and  in  exchange receives a replacement unit.  The  agreements  cover
certain microwave oven, home theater, audio and video products.  The Company has
realized  and expects to continue to realize significant cost savings from  such
agreements.

BACKLOG

      From  time-to-time, the Company has substantial orders from  customers  on
hand.  Management believes, however, that backlog is not a significant factor in
its  operations.  The ability of management to correctly anticipate and  provide
for  inventory  requirements  is essential to the successful  operation  of  the
Company's business.

TRADEMARKS

      The  Company  owns  the  Emerson and G-Clef ,  "H.H.  Scott"  and  "Scott"
trademarks  for  certain  of  its  home entertainment  and  consumer  electronic
products  in the United States, Canada, Mexico and various other countries.   Of
the  trademarks owned by the Company, those registered in the United States must
be  renewed at various times through 2008 and those registered in Canada must be
renewed  at  various  times  through 2011. The  Company's  trademarks  are  also
registered  on a worldwide basis in various countries, which registrations  must
be  renewed at various times.  The Company intends to renew all such trademarks.
The  Company  considers  the  Emerson and G-Clef trademark  to  be  of  material
importance to its business.  The Company owns several other trademarks, none  of
which is currently considered by the Company to be of material importance to its
business.  The Company has licensed certain applications of the Emerson  and  G-
Clef  trademark to Tel-Sound, WW Mexicana, Cargil, Daewoo, World Wide One, Jasco
and  the  Franklin Mint on a limited basis and for a definitive period of  time.
See " Licensing and Related Activities."

COMPETITION

      The  market  segment  of the consumer electronics industry  in  which  the
Company  competes generates approximately $18 billion of factory sales  annually
and  is  highly  fragmented,  cyclical and very  competitive,  supporting  major
American,  Japanese and Korean companies, as well as numerous  small  importers.
The industry is characterized by the short life cycle of products which requires
continuous  design and development efforts.  Market entry is comparatively  easy
because of low initial capital requirements.

      The  Company primarily competes in the low to medium-priced sector of  the
consumer electronics market.  Management estimates that the Company has  several
dozen competitors that are manufacturers and/or distributors, many of which  are
much  larger and have greater financial resources than the Company.  The Company
competes  primarily on the basis of its products' reliability,  quality,  price,
design,  consumer  acceptance of the Emerson and G-Clef  trademark  and  quality
service  to retailers and their customers.  The Company's products also  compete
at  the retail level for shelf space and promotional displays, all of which have
an  impact on the Company's established and proposed distribution channels.  See
"Management's  Discussion  and Analysis of Results of Operations  and  Financial
Condition."

SEASONALITY

      The  Company generally experiences stronger demand from its customers  for
its  products  in  the  fiscal quarters ending September  30  and  December  31.
Accordingly,  to  accommodate such increased demand, the  Company  generally  is
required to place higher orders with its vendors during the quarters ending June
30  and  September 30, thereby increasing the Company's need for working capital
during  such periods.  On a corresponding basis, the Company also is subject  to
increased  returns  during  the quarters ending March  31  and  June  30,  which
adversely affects the Company's collection activities and liquidity during  such
periods.   Operating  results may fluctuate due to other  factors  such  as  the
timing of the introduction of new products, price changes by the Company and its
competitors,  demand for the Company's products, product mix,  delay,  available
inventory levels, fluctuation in foreign currency exchange rates relative to the
United States dollar, seasonal cost increases, and general economic conditions.

GOVERNMENT REGULATION

      Pursuant to the Tariff Act of 1930, as amended, the Trade Act of 1974  and
regulations promulgated thereunder, the United States government charges  tariff
duties,  excess  charges,  assessments and penalties  on  many  imports.   These
regulations  are subject to constant change and revision by government  agencies
and  by action by the United States Trade Representative and may have the effect
of  increasing the cost of goods purchased by the Company or limiting quantities
of  goods  available to the Company from its overseas suppliers.   A  number  of
states have adopted statutes regulating the manner of determining the amount  of
payments  to independent service centers performing warranty service on products
such  as  those  sold  by  the  Company.   Additional  Federal  legislation  and
regulations   regarding  the  importation  of  consumer  electronics   products,
including  the  products  marketed  by the  Company,  have  been  proposed  from
time-to-time  and,  if  enacted into law, could adversely affect  the  Company's
results of operations.

EMPLOYEES

      As  of  June  24, 1998, the Company had approximately 108 employees.   The
Company considers its labor relations to be generally satisfactory.  The Company
has no union employees.

Item 2.  PROPERTIES

      The Company leases warehouse and office space in New Jersey, Texas, Canada
and  Hong Kong under leases expiring at various times.

     Lease agreements for 10,132 square feet of office space in Hong Kong expire
July  31,  2000.   Renewal for reduced square footage for office  space  at  its
Corporate offices in New Jersey for 19,216 square feet was entered into  on  May
15,  1998  for commencement as of August 1, 1998 and expires on July  31,  2003.
There  is  also 5,400 square feet of warehouse and office space rented  from  an
Affiliate pursuant to a Management Services Agreement which can be terminated by
either party upon 60 days notice.

      In the past several years, the Company has closed substantially all of its
leased or owned warehouse facilities in favor of public warehouse space as  part
of  the  Company's effort to convert fixed costs to variable costs.  Such public
warehouse  commitments are evidenced by contracts with terms of up to one  year.
The cost for the public warehouse space is primarily based on a fixed percentage
of  the  Company's  sales from each respective location.  The Company  does  not
presently  own  any  real property.  In addition, a portion of  its  New  Jersey
corporate headquarters has been subleased through July 1998.

Item 3.  LEGAL PROCEEDINGS

CERTAIN OUTSTANDING COMMON STOCK

     Pursuant to the Company's bankruptcy restructuring plans on March 31, 1994,
30  million  shares of the Company's Common Stock were issued to GSE  Multimedia
Technologies Corporation ("GSE"), Fidenas International Limited, L.L.C.  ("FIN")
and   Elision  International,  Inc.  ("Elision").  GSE,  FIN  and  Elision  (the
"Affiliated  Entities") are all affiliates of Geoffrey P. Jurick, the  Company's
Chairman of the Board, Chief Executive Officer and President.  On June 11, 1996,
a  Stipulation  of   Settlement  and  Order  (the "Settlement  Agreement")   was
executed in proceedings before the United States District Court for the District
of  New  Jersey,  which settles various legal proceedings  in  Switzerland,  the
Bahamas  and  the  United States. The Settlement Agreement provides  for,  among
other  things,  the payment by Mr. Jurick and his Affiliated Entities  of  $49.5
million  to  various  claimants of Mr. Jurick and the Affiliated  Entities  (the
"Creditors"), to be paid from the proceeds of the sale of certain  of  the  29.2
million  shares of Emerson common stock (the "Settlement Shares") owned  by  the
Affiliated  Entities.  In addition, Mr. Jurick is to be paid  the  sum  of  $3.5
million from the sale of the Settlement Shares. The Settlement Shares are to  be
sold  over  an indeterminate period of time by a financial advisor,  TM  Capital
(the  "Advisor")  pursuant to marketing plan taking into consideration  (i)  the
interests  of  Emerson's minority stockholders, and (ii) the goal of  generating
sufficient proceeds to pay the Creditors and Mr. Jurick as quickly as  possible.
The  Settlement  Shares have been divided into two pools.   The  Pool  A  Shares
currently consist of 15.3 million shares of Emerson's common stock. The  Pool  B
Shares  currently consist of the number of Emerson shares with respect to  which
Mr. Jurick must retain beneficial ownership of voting power to avoid an event of
default  arising  out  of  a change of control pursuant  to  the  terms  of  the
Company's  Loan  and Security agreement with a U.S. financial  institution  (the
"Lender") and/or the Indenture governing the Company's   8-1/2%  Senior
Subordinated  Convertible Debentures Due 2002 (the "Debentures"). Sales  of  the
Settlement  Shares may be made pursuant to a registered offering  if  the  sales
price  is  not  less  than 90% of the average of the three most  recent  closing
prices  (the "Average Closing Price"), or, other than in a registered  offering,
of  up  to 1% per quarter of the Emerson common stock outstanding, if the  sales
price  is  not less than 90% of the Average Closing Price.  Any other  attempted
sales are subject to the consent of the Company, Mr. Jurick, the Creditors, and,
if necessary, the United States District Court in Newark, New Jersey.

      All  of the Settlement Shares secure payment of the $49.5 million owed  to
the  Creditors on a first priority basis.  Any Creditor may apply to  the  Court
for  an  order  to terminate the Settlement Agreement if  certain events  occur.
Such events include, without limitation, delisting of the Settlement Shares from
a  national  securities exchange or a determination that there is no  reasonable
prospect  that  the  goals  contemplated by  the  Settlement  Agreement  can  be
achieved. In November 1997, Petra Stelling and Barclays Bank filed a motion with
the  Court  for an order (i) terminating the Settlement Agreement on the  ground
that  there  is  no  reasonable  prospect that the  goals  contemplated  by  the
Settlement  Agreement  can  be  accomplished, and (ii)  granting  the  Creditors
authorization to exercise all the rights and remedies provided by the Settlement
and  Pledge  Agreements  in the event of termination including  authorizing  the
Collateral  Agent to sell the Emerson Shares to fund payment of  the  Settlement
Amount and to vote the Emerson Shares pending such sale, directing the entry and
release  of  the  Consent Judgments, authorizing Petra Stelling to  enforce  the
Swiss  Judgment  and for such other relief as the Court deems appropriate.   The
Company  and  Mr. Jurick responded, the Creditors replied and a hearing  on  the
motion  was  held in April 1998 at which time it was adjourned.  The hearing  is
currently scheduled to resume on July 9, 1998.

      If  the  Court  enters an order terminating the Settlement Agreement,  the
Creditors  may take any action permitted by law to execute the Consent Judgments
given  to them in connection with the Settlement Agreement to collect the unpaid
balance  (including, without limitation, foreclosing on the Settlement  Shares).
If the Creditors foreclose on the Settlement Shares and such foreclosure results
in  a change of control (as defined in the Senior Secured Credit Facility), such
foreclosure  will  be  deemed  an event of default under  the  Company's  Senior
Secured  Credit  Facility entitling the holders to accelerate  payment  of  such
indebtedness.  In addition, if a change of control (as defined in the  Indenture
governing the Debentures) occurs, each of the holders of the Debentures, subject
to  the right of the Senior Secured Creditors to impose a 120 day payment block,
has  the  right to require the Company to repurchase its Debentures at  the  par
value  thereof plus accrued but unpaid interest.  Such repurchases  may  have  a
material adverse effect on the Company's future business activities.

      In 1994, Petra and Donald Stelling ("the Stellings"), two of the Creditors
filed  a  complaint with the Swiss Authorities alleging that Messrs. Jurick  and
Jerome  H.  Farnum ("Farnum"), directors of the Company,  had conducted  banking
operations in Switzerland without appropriate licenses and that Messrs.  Jurick,
Farnum,  and Peter G. Bunger ("Bunger"), also a director of the Company, engaged
in  improper  activities  in  the  financing  of  the  Plan  of  Reorganization.
Although,  as part of the settlement discussed herein, the Stellings  and  other
affected parties requested the discontinuance of the criminal investigations  of
these  individuals, the matter is presently pending before a Swiss Court with  a
trial,  if any, to be held no earlier than 1999.  The Federal Banking Commission
of  Switzerland previously issued a decree purporting to determine that  certain
entities affiliated with Messrs. Jurick and Farnum were subject to Swiss banking
laws and had engaged in banking activities without a license.

OTAKE

      On December 20, 1995, the Company filed suit in the United States District
Court  for  the District of New Jersey against Orion Sales, Inc., Otake  Trading
Co.  Ltd., Technos Development Limited, Shigemasa Otake, and John Richard  Bond,
Jr.,  (collectively,  the "Otake Defendants") seeking  damages  and  alleging
breach  of  contract, breach of covenant of good faith and fair dealing,  unfair
competition,  interference with prospective economic  gain,  and  conspiracy  in
connection  with  certain  activities  of the  Otake  Defendants  under  certain
agreements between the Company and the Otake Defendants.

      On December 21, 1995, Orion Sales, Inc. and Orion Electric (America), Inc.
filed  suit  against the Company in the United States District  Court,  Southern
District of Indiana, Evansville Division, subsequently amended, alleging various
breaches  of  certain  agreements  by the Company,  including  breaches  of  the
confidentiality  provisions, certain payment breaches,  breaches  of  provisions
relating to product returns, and other alleged breaches of those agreements, and
seeking  declaratory and injunctive relief and  damages in the  amount  of  $3.2
million,  together  with interest thereon, attorneys' fees,  and  certain  other
costs.  The  Company  is  presently  owed the  sum  of  $5  million  from  Orion
representing  royalty payments past due and owing pursuant to a certain  License
Agreement dated February 22, 1995 by and between the Company and Orion.  In  the
context of the action Orion Sales, Inc. v. Emerson Radio Corp., pending  in  the
United States District Court for the Southern District of Indiana (the "District
Court"),  Orion  has  executed a pre-judgment garnishment  of  these  funds  and
deposited them with the Clerk of the District Court pursuant to an Order of  the
District  Court.   Orion has not contested the Company's  entitlement  to  these
royalty  payments.   Orion  has  also posted a  bond  with  the  District  Court
sufficient  to compensate Emerson for any and all damages that may  result  from
the pre-judgment garnishment.

      The  Company has withheld payment of the sum of $3.2 million  for  certain
consumer electronic products that Orion and its affiliates sold and delivered to
Emerson  pursuant to a certain Agreement dated February 22, 1995 by and  between
Emerson  on  the  one  hand  and  Orion, Otake Trading  Co.,  Inc.  and  Technos
Development  Limited  on  the  other  (the  "Supply  Agreement").   Emerson  has
vigorously  contested Orion and its affiliates' entitlement to the $3.2  million
payment.

      Both  the Company and Orion have asserted claims for interest accruing  on
the unpaid principal balances respectively due them, which are presently pending
before  the  District  Court.  The Company's management believes  that  it  will
receive the $5 million due pursuant to the license agreement and has meritorious
defenses  to Orion's claim for the $3.2 million payment, and, also, the interest
allegedly  accrued thereon.  In any event, the Company believes the  results  of
that  litigation  should  not have a material adverse effect  on  the  financial
condition of the Company or on its operations.

BANKRUPTCY CLAIMS

     The Company is presently engaged in litigation regarding several bankruptcy
claims  which  have not been resolved since the restructuring of  the  Company's
debt  in March 31, 1994.  The largest claim was filed on or about July 25, 1994,
with  the  United  States Bankruptcy Court for the District of  New  Jersey,  in
connection with the rejection of certain executory contracts with two  Brazilian
entities,  Cineral  Electronica de Amazonia Ltda.  and  Cineral  Magazine  Ltda.
(collectively, "Cineral"). The amount currently claimed is for $93.6 million, of
which  $86.8  million represents a claim for lost profits.  The  claim  will  be
satisfied,  to the extent the claim is allowed by the Bankruptcy Court,  in  the
manner  other allowed unsecured claims were satisfied.  The Company has objected
to  the  claim and intends to vigorously contest such claim and believes it  has
meritorious  defenses to the highly speculative portion of the  claim  for  lost
profits  and  the portion of the claim for actual damages for expenses  incurred
prior  to the execution of the contracts. An adverse final ruling on the Cineral
claim  could have a material adverse effect on the Company, even though it would
be  limited  to  18.3%  of the final claim determined by a  court  of  competent
jurisdiction; however, with respect to the claim for lost profits,  the  Company
believes  the chances for recovery for lost profits are remote.  There has  been
no activity regarding this litigation during the current fiscal year.

TAX CLAIM

      A  wholly owned subsidiary of the Company, Emerson Radio (Hong Kong)  Ltd.
was assessed $858,000 by the Hong Kong Inland Revenue Department (the "IRD")  in
May  1998.   The assessment relates to the 1992/1993 to 1997/1998 tax years  and
asserts  that  certain revenues reported as non taxable by Emerson  Radio  (Hong
Kong)  Ltd. are subject to a profits tax.  Emerson Radio (Hong Kong) Ltd.
is  also in  litigation  with  the  IRD  regarding  a separate  assessment
of  $489,000 pertaining to the deduction of certain expenses that relate
to the taxable years 1991/1992 to 1997/1998.  The outcome of both actions is
uncertain at this  time. However,  the Company believes that it will
prevail in both cases.  During  June 1998  the  Company received a
favorable ruling in regards to the  assessment  of $489,000, which is
subject to appeal.

GRACE BROTHERS

      The  Company  has filed legal proceedings on May 15, 1998  in  the  United
States  District  Court  for the District of New Jersey against  Grace  Brothers
seeking  damages  and  injunctive relief arising  from  its  claims  that  Grace
violated  sections  of the Exchange Act and Securities and  Exchange  Act  as  a
result of its dealings with the Company's Series A Convertible Preferred Stock.

EISENBACH

      On  January 19, 1998, the Company was served with a lawsuit filed in  June
1997  in the German Regional Court Frankfurt Am Main, filed by Professor Gerhard
Eisenbach against the Company, Geoffrey P. Jurick, the Company's Chairman, Chief
Executive Officer and President, Fidenas International Ltd. LLC, an affiliate of
Mr.  Jurick,  and  Eugene I. Davis, a former executive officer of  the  Company,
jointly  and severally, alleging breach of contractual duty, tort and investment
fraud arising from Eisenbach's $1,000,000 investment in the Company, on or about
March  31,  1994,  in  conjunction  with the  Company's  reorganization  in  the
Bankruptcy Court.  While the outcome of this action is not certain at this time,
the  Company believes it has meritorious defenses to the claims made and intends
to vigorously defend this action.

EUGENE DAVIS

      On  September 24, 1997, pursuant to the terms of his Employment Agreement,
as  amended, Mr. Davis was requested to resign as a director.  On September  25,
1997  the Company terminated Mr. Davis' employment for cause.  The circumstances
surrounding  such termination of employment are the subject of  two  proceedings
filed  on  September 30, 1997 and October 2, 1997, respectively, in the Superior
Court  of  the State of New Jersey ("Superior Court") seeking injunctive  relief
and  money  damages, respectively, in which the Company, the Affiliate  and  Mr.
Davis  are parties.  While the outcome of these actions is not certain at  this
time,  the  Company  believes the results of the litigation should  not  have  a
material  adverse  effect on the financial condition of the Company  or  on  its
results of operations.

      The  Company is involved in other legal proceedings and claims of  various
types  in  the ordinary course of business.  While any such litigation to  which
the  Company is a party contains an element of uncertainty, management presently
believes  that the outcome of each such proceeding or claim which is pending  or
known  to  be  threatened, or all of them combined, will  not  have  a  material
adverse effect on the Company's consolidated financial position.

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      The  Annual Meeting of the Company's shareholders was held on  January  6,
1998, at which time the shareholders elected the following slate of nominees  to
remain on the Board of Directors:  Peter G. Bunger, Robert H. Brown, Jr., Jerome
H.  Farnum, Geoffrey P. Jurick and Raymond L. Steele.  Election of the Board  of
Directors  was  the  only  matter submitted for shareholder  vote.   There  were
45,739,099 shares of outstanding capital stock of the Company entitled  to  vote
at  the record date for this meeting and there were present at such meeting,  in
person  or  by  proxy, stockholders holding 42,861,567 shares of  the  Company's
Common Stock which represented 93.7% of the total capital stock outstanding  and
entitled  to  vote.   There were 42,861,567 shares voted on the  matter  of  the
election  of directors.  The result of the votes cast regarding each
nominee  for office was:

<TABLE>
           Nominee for Director       Votes For           Votes Withheld
                                                    
         <S>                          <C>                     <C> 
         Robert H. Brown, Jr.         42,213,563              648,004
         Peter G. Bunger              42,215,336              646,231
         Jerome H. Farnum             42,215,336              646,231
         Geoffrey P. Jurick           42,196,331              665,236
         Raymond L. Steele            42,215,836              645,731
                                        
</TABLE>
                                     PART II

Item 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
  STOCKHOLDER MATTERS
     
     (a) Market Information

      The Company's Common Stock has traded on the American Stock Exchange since
December  22,  1994 under the symbol MSN.  The following table  sets  forth  the
range of high and low sales prices for the Company's Common Stock as reported by
the American Stock Exchange during the last two fiscal years.

<TABLE>
                          Fiscal 1997        Fiscal 1998   
                         High     Low       High      Low
                                               
        <S>              <C>     <C>        <C>       <C>
        First Quarter    $3      $2         $1-1/16   $1/2
        Second Quarter    3       2            3/ 4   7/16
        Third Quarter     2-1/4   1-1/8        3/ 4   3/ 8
        Fourth Quarter    1-7/8     7/8        9/16   3/ 8

</TABLE>

      There  is  no  established trading market for the Company's  Common  Stock
Purchase Warrants.
  
     (b) Holders

      At  June 24, 1998, there were approximately 511 stockholders of record  of
the Company's Common Stock, and 11 holders of the Warrants.
  
     (c) Dividends

     The Company's policy has been to retain all available earnings, if any, for
the  development  and growth of its business.  The Company has never  paid  cash
dividends  on  its  Common Stock.  In deciding whether to pay dividends  on  the
Common  Stock  in  the  future, the Company's Board of Directors  will  consider
factors  it  deems  relevant,  including the Company's  earnings  and  financial
condition  and  its  working capital and anticipated capital expenditures.   The
Company's  United  States  credit facility and  the  Indenture  contain  certain
dividend payment restrictions on the Company's Common Stock.  Additionally,  the
Company's  Certificate of Incorporation, defining the rights  of  the  Series  A
Preferred  Stock, prohibits Common Stock dividends unless the Series A Preferred
Stock  dividends  are paid or put aside.  The Series A Preferred  Stock  accrues
dividends, payable on a quarterly basis, at a 7% dividend rate through March 31,
1997,  then  declining by a 1.4% dividend rate each succeeding year until  March
31,  2001  when no further dividends are payable.  The Company is  currently  in
arrears on $727,000 of dividends of the Company's Series A Preferred Stock.  See
"Management's  Discussion  and Analysis of Results of Operations  and  Financial
Condition."

     (d)  Unregistered Securities

      The  Company  issued  10 million shares of Series A Convertible  Preferred
Stock  ("Series  A Preferred Stock") in conjunction with the Company's  Plan  of
Reorganization completed March 31, 1994.

      The  Series A Preferred Stock is convertible into shares of the  Company's
common  stock  at  any time during the period beginning on March  31,  1997  and
ending on March 31, 2002.  The conversion rate is equal to 80% times the average
of  the daily market prices of a share of the Company's common stock for the  60
consecutive days immediately preceding the conversion date.

      During the three months ended April 3, 1998, the Company issued a total of
1,818,201 shares of the common stock, upon conversion of 650 shares of Series  A
Preferred Stock.  No consideration was received by the Company for the  issuance
of  the  shares of common stock.  The shares of common stock were issued by  the
Company to certain of its existing holders of Series A Preferred Stock where  no
commission  or  other remuneration was paid or given directly or indirectly  for
soliciting  such exchange.  The shares of common stock were issued  pursuant  to
Section 3(a)(9) of the Securities Act of 1933, as amended.

Item 6.  SELECTED CONSOLIDATED FINANCIAL DATA

      The following table sets forth selected consolidated financial data of the
Company  for  the five years ended April 3, 1998.  For the year ended  April  3,
1998,  the  Company changed its financial reporting year to a  52/53  week  year
ending on the Friday closest to March 31.  Accordingly, the current fiscal  year
ended on April 3, 1998. The selected consolidated financial data should be  read
in  conjunction with the Company's consolidated financial statements,  including
the  notes  thereto,  and "Management's Discussion and Analysis  of  Results  of
Operations and Financial Condition" set forth elsewhere in this Form 10-K.

<TABLE>
                                       Year Ended                     
                          April 3,  March 31,   March 31,   March 31, March 31,
                          1998      1997        1996        1995      1994
                              (In  thousands,  except per share data)
Summary of Operations:
 <S>                      <C>       <C>        <C>          <C>       <C> 
 Net Revenues (1)         $162,730  $178,708   $245,667     $654,671  $487,390
                                                         
Net Earnings (Loss) (2):
 Before Extraordinary 
   Gain                   $(1,430)  $(23,968)  $(13,389)    $  7,375  $(73,654)
 Extraordinary Gain            --         --         --           --   129,155
                          $(1,430)  $(23,968)  $(13,389)    $  7,375  $  55,501
Balance Sheet Data at
   Period End:
Total Assets              $51,920   $58,768    $ 96,576     $113,969  $ 119,021
Current Liabilities        17,043    21,660      35,008       59,782     76,083
Long-Term Debt             20,929    21,079      20,886          214        227
Shareholders'Equity        13,948    16,029      40,382       53,651     42,617
Working Capital            11,164    13,258      48,434       42,598     32,248
Current Ratio            1.7 to 1   1.6 to 1   2.4 to 1     1.7 to 1   1.4 to 1
                                                            
Per Common Share: (2) (3)
                                                            
Earnings (Loss) Per Common
   Share: Basic 
 Income (Loss) Before
 Extraordinary Gain      $  (.04)   $ (0.61)   $(0.35)      $  0.25   $ (1.95)
 Extraordinary Gain           --         --        --            --      3.38
 Net Income (Loss) 
  Per Common Share       $  (.04)   $ (0.61)   $(0.35)      $  0.25   $  1.43
                                                         
Earnings (Loss) Per Common
   Share:  Diluted
 Income (Loss) Before
 Extraordinary Gain       $ (.04)   $ (0.61)   $(0.35)      $  0.19   $ (1.95)
 Extraordinary Gain           --         --        --            --      3.38
 Net Income (Loss)   
  Per Common Share        $ (.04)   $ (0.61)   $(0.35)      $  0.19   $  1.43
                                                         
Weighted Average Shares
   Outstanding:
 Basic                    45,167     40,292    40,253        36,530    38,191
 Diluted                  45,167     40,292    40,253        47,900    38,191
                                                         
Common Shareholders'
  Equity per Common
  Share (4)               $ 0.18     $ 0.15    $ 0.75        $ 1.08    $ 0.98
                                                         
</TABLE>

(1)   The  decline in net direct revenues for Fiscal 1995 through 1998  was  due
  primarily  to  the  implementation of the Agreement signed with  the  Supplier
  effective  March 31, 1995.  Net Revenues for Fiscal 1995 included $340,465,000
  of  sales of video products covered by the arrangement with the Supplier which
  expired on March 31, 1998.  See "Business-Licensing and Related Activities".
(2)    Net   earnings  for  Fiscal  1994  includes  an  extraordinary  gain   of
  $129,155,000,  or  $3.38  per  common share, on  the  extinguishment  of  debt
  settled  in  the  Plan of Reorganization.  Accordingly, the  Company  recorded
  reorganization expenses of $17,385,000 relating primarily to the writedown  of
  assets  transferred  to  creditors  under  the  Plan  of  Reorganization   and
  professional  fees and other related expenses incurred during  the  bankruptcy
  proceedings.
(3)   Earnings (loss) per common share for Fiscal 1994 are based on the weighted
  average  number of old common shares outstanding . Earnings per  common  share
  for  Fiscal  1995  is based on the weighted average number of  shares  of  new
  Common  Stock  and related potentially dilutive securities outstanding  during
  the  year.  Potentially dilutive securities include 4,664,000 shares  assuming
  conversion of $10 million of Series A Preferred Stock at a price equal to  80%
  of  the  weighted average market value of a share of Common Stock,  determined
  as  of March 31, 1995.  Since the Series A Preferred Stock was not convertible
  into  Common  Stock until March 31, 1997, the number of shares  issuable  upon
  conversion  may have been significantly different. Loss per common  share  for
  Fiscal  1996,  Fiscal  1997 and Fiscal 1998 are based  on  the  net  loss  and
  deduction  of  preferred stock dividend requirements (resulting in  additional
  loss  attributable  to common stockholders) and the weighted  average  of  new
  Common  Stock  outstanding during each fiscal year.  Loss per share  does  not
  include  potentially dilutive securities assumed outstanding  since  they  are
  anti-dilutive.

(4)  Calculated based on common shareholders' equity divided by actual shares of
  Common  Stock outstanding.  Common shareholders' equity at April 3,  1998,  is
  equal  to  total  shareholders'  equity less $5,713,000  for  the  liquidation
  preference  of the Series A Preferred Stock.  Common shareholders'  equity  at
  March  31,  1997,  1996, 1995 and 1994 is equal to total shareholders'  equity
  less  $10  million  for the liquidation preference of the Series  A  Preferred
  Stock.

Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
  OPERATIONS AND FINANCIAL CONDITION

GENERAL

      The Company reported a decline in its net sales for Fiscal 1998, 1997  and
1996  as compared to Fiscal 1995 primarily due to the licensing of video  sales.
However, the Company's sales of video products to other customers in the  United
States  also  declined during these periods due to increased price  competition,
higher  retail stock levels, weak consumer demand, a soft retail market and  the
extremely high level of sales achieved in Fiscal 1995.  The Company expects  its
sales  in  the  United States for the first two quarters of Fiscal  1999  to  be
higher  than  the  first two quarters of Fiscal 1998 due to an  improved  retail
climate, improved sales of microwave products, and that licensing and commission
revenues will increase in future years.

RESULTS OF OPERATIONS - FISCAL 1998 COMPARED WITH FISCAL 1997

      NET REVENUES   Consolidated net revenues for Fiscal 1998 decreased  $16.0
million  (9%) as compared to Fiscal 1997. The decrease in net revenues  resulted
primarily  from decreases in unit sales of video cassette recorders, televisions
and  television/video cassette recorder combination units due to  the  Company's
licensing  agreement with Daewoo and The Supplier.  The decrease  also  resulted
from decreases in unit sales of (i) home theater products, due to a reduction in
the  variety  of  products  offered, and  (ii) car audio  products,  which  were
discontinued in Fiscal 1998, and the transfer of the Company's Canadian sales to
a  local  distributor.  The reduced revenues were partially offset by  increased
sales  of  microwave  ovens  attributable to a  broader  product  line,  by  the
introduction of the Company's CinemaSurround(R) product, and by the sales
of home audio  products  into  foreign  markets as well
as  the  U.S.  market.  Revenues recognized  from  the  licensing
of the Emerson and G-Clef trademark  were  $5.6
million in Fiscal 1998 as compared to $5.0 million for Fiscal 1997.

      The  Company  reports  royalty and commission  revenues  earned  from  its
licensing  arrangements, covering various products and territories, in  lieu  of
reporting  the  full  dollar  value of such sales and  associated  costs.   (See
"Business-Licensing and Related Activities"). The Company expects its U.S. gross
sales  on  its  Core Products to improve and its margins on such sales  to  also
improve due to the change in product mix to higher margin products.

      Cost  of  Sales   Cost of Sales, as a percentage of consolidated revenues,
was  87% in Fiscal 1998 as compared to 97% in Fiscal 1997.  In absolute dollars,
cost  of  sales decreased by $31.8 million (18%) for Fiscal 1998 as compared  to
Fiscal  1997.  Cost  of sales in Fiscal 1998 were significantly  improved  as  a
percent of sales and in absolute dollars due to the change in the product mix to
higher margin products and the reduction of inventory overhead costs due to  the
Company's  successful efforts to shift a higher proportion of  its  sales  to  a
direct  import basis.  For Fiscal 1998, products representing approximately  77%
of  net  revenues  were directly imported from manufacturers  to  the  Company's
customers as compared to 46% for Fiscal 1997.

      The  Company's gross profit margins continue to be subject to  competitive
pressures  arising from pricing strategies associated with the category  of  the
consumer  electronics  market  in  which the Company  competes.   The  Company's
products are generally placed in the low-to-medium priced category of the market
which  tend  to be  the  most competitive and generate the lowest profits.   The
Company  believes that the combination of the (i) arrangement with Daewoo,  (ii)
license agreements with Cargil, W. W. Mexicana and Tel-Sound; (iii) introduction
of  its  new  home  theater product, CinemaSurround(R),  and  (iv)  distributor
agreements in Canada, Europe and parts of Asia will all have a favorable  impact
on  the  Company's  gross profit. The Company continues to  promote  its  direct
import programs to reduce its inventory levels and working capital risks thereby
reducing  its  inventory overhead costs.  In addition, the Company continues  to
focus  on  its  higher margin products and is reviewing new products  which  can
generate  higher  margins  than  its current business,  either  through  license
arrangements, acquisitions and joint ventures or on its own.

      OTHER OPERATING COSTS AND EXPENSES  Other operating costs  and  expenses
increased $1.3 million in Fiscal 1998 as compared to Fiscal 1997, primarily as a
result of the Company's implementation of its return to vendor program.

      SELLING, GENERAL AND ADMINISTRATIVE EXPENSES ("S,G&A")    S,G&A,  as  a
percentage  of net revenues, were 9.5% in Fiscal 1998 as compared  to  10.5%  in
Fiscal  1997. In absolute terms, S,G&A decreased by $3.2 million in Fiscal  1998
as  compared  to  Fiscal 1997. The decrease in  S,G&A as  a  percentage  of  net
revenues and in absolute terms was primarily attributable to the following:  (i)
a  decrease  in  salary expense associated with the Company's  reduced  staffing
levels;  (ii)  a  decrease  in  professional  fees;  and  (iii)  a  decrease  in
depreciation expense.

      RESTRUCTURING AND OTHER NONRECURRING CHARGES   The Company did not  record
any restructuring charges in Fiscal 1998, compared to charges of $3.0 million in
Fiscal  1997.  The  charges  recorded in Fiscal 1997 includes  charges  for  the
closure of the Company's local Canadian office; employee severance; asset write-
downs;  and  $1.9 million of nonrecurring charges relating to the  proposed  but
unsuccessful acquisition of International Jensen Incorporated.

     EQUITY IN EARNINGS OF AFFILIATE  The Company's 28% share in the earnings of
an  Affiliate amounted to $1.5 million for Fiscal 1998 as compared to a loss  of
$66,000  for  Fiscal 1997. During Fiscal 1998, fourteen months of earnings  were
included  in  the Consolidated Statement of Operations, compared to Fiscal  1997
when  only two months of operations were included in the Statement of Operations
due to the acquisition of the Affiliates stock on December 10, 1996 and a change
in the Affiliate's Fiscal year.

      INTEREST EXPENSE   Interest expense decreased by  $919,000 in Fiscal  1998
as  compared  to  Fiscal 1997. The decrease was attributable  to  a  significant
reduction  in borrowings on the U.S. revolving line of credit facility primarily
due to the reduction in trade accounts receivable and inventory.

      NET LOSS   As a result of the foregoing factors, the Company  generated  a
net   loss   of  $1.4  million for Fiscal 1998 as compared  to  a  net  loss  of
approximately $24.0 million for Fiscal 1997.

RESULTS OF OPERATIONS - FISCAL 1997 COMPARED WITH FISCAL 1996

      NET REVENUES  Consolidated net revenues for Fiscal 1997 decreased  $66.9
million  (27%)  as  compared to Fiscal 1996. The decrease in  revenues  resulted
primarily  from decreases in unit sales of video cassette recorders, televisions
and  television/video cassette recorder combination units due to  higher  retail
stock  levels,  increased  price competition in these product  categories,  weak
consumer demand, a soft retail market and closure of Emerson's  Canadian  office
in  December 1996. The reduced revenues were partially offset by increased sales
of  microwave ovens attributable to a broader product line; the introduction  of
the  Company's new home theater product, CinemaSurround(TM);
and car audio products which  were  not introduced
until the second and third quarters of Fiscal  1996.
Revenues  recognized from the licensing of theEmerson and G-Clef trademark  were
$5.0 million in Fiscal 1997 as compared to $4.4 million for Fiscal 1996.

      The  Company  reports  royalty and commission  revenues  earned  from  its
licensing  arrangements, covering various products and territories, in  lieu  of
reporting the full dollar value of such sales and associated costs.

      COST OF SALES   Cost of sales, as a percentage of consolidated revenues,
was  97% in Fiscal 1997 as compared to 94% in Fiscal 1996.  In absolute dollars,
cost  of  sales decreased by $57.3 million (25%) for Fiscal 1997 as compared  to
Fiscal  1996. Cost of sales margins in Fiscal 1997 were unfavorably impacted  by
lower  sales  prices, a higher proportion of closeout sales, the  allocation  of
reduced  fixed  costs over a lower revenue base, and the recognition  of  income
relating to reduced reserve requirements for sales returns in Fiscal 1996. These
increases  in cost of sales were partially offset by the introduction of  higher
margin  products_home theater and car audio products_and by a reduction  in  the
costs associated with product returns.

      OTHER OPERATING COSTS AND EXPENSES   Other operating costs  and  expenses
declined $1.7 million in Fiscal 1997 as compared to Fiscal 1996, primarily as  a
result  of  (i)  reduced sales levels and reduced customer returns  and  (ii)  a
decrease  in  compensation  and other expenses incurred  to  perform  after-sale
services as a result of the Company's downsizing program.

      SELLING, GENERAL AND ADMINISTRATIVE EXPENSES ("S,G&A")    S,G&A,  as  a
percentage  of  net  revenues, were 10.5% in Fiscal 1997 as compared  to  8%  in
Fiscal  1996. In absolute terms, S,G&A decreased by $781,000 in Fiscal  1997  as
compared  to Fiscal 1996. The increase in S,G&A as a percentage of net  revenues
was  primarily attributable to the allocation of S,G&A costs over a lower  sales
base.  In absolute terms the decrease in S,G&A was primarily attributable  to  a
reduction  in  fixed costs and compensation expense relating  to  the  Company's
continuing  cost reduction program in both the U.S. and its foreign offices  and
lower  selling  expenses attributable to lower sales, partially  offset  by  the
reversal  of accounts receivable reserves in the prior year and foreign currency
exchange losses.

     RESTRUCTURING AND OTHER NONRECURRING CHARGES   The Company recorded charges
of  approximately  $3.0  million in Fiscal 1997.  Of this  total,  $1.1  million
related to restructuring charges for the closure of the Company's local Canadian
office  and  distribution  operations  in  favor  of  utilizing  an  independent
distributor  and the downsizing of the Company's U.S. operations.   The  charges
include  costs  for  employee  severance, asset write-downs,  and  facility  and
equipment  lease costs. The remaining portion of the $3 million charge  included
$1.9  million  of nonrecurring charges relating to the proposed but unsuccessful
acquisition of International Jensen Incorporated.  These costs primarily include
investment banking, loan commitment, and professional fees, including litigation
costs, relating to the proposed acquisition.

      EQUITY IN EARNINGS OF AFFILIATE   The Company's 28% share in the loss  of
the  Affiliate  amounted  to $66,000 for Fiscal 1997.  During  Fiscal  1997  the
Company  included  two  months of the Affiliate's  operation  in  the  Company's
consolidated statement of operations following the December 10, 1996 purchase of
the Affiliate's shares.

     INTEREST EXPENSE   Interest expense increased by $154,000 in Fiscal 1997 as
compared  to Fiscal 1996. The increase was attributable to interest incurred  on
the  debentures  issued  in  August  1995  partially  offset  by  lower  average
borrowings at lower average interest rates on the U.S. revolving line of  credit
facility.

      NET LOSS   As a result of the foregoing factors, the Company  generated  a
net   loss  of $24.0 million for Fiscal 1997 as compared to a net loss of  $13.4
million for Fiscal 1996.

LIQUIDITY AND CAPITAL RESOURCES

       Net cash provided by operating activities was $6,091,000 for Fiscal 1998.
Cash  was  primarily  provided  by the reduction  in  accounts  receivables  and
inventories  partially offset by an increase in prepaid expenses.  The  decrease
in  accounts  receivable is due primarily to the  change in the  nature  of  the
Company's  sales  to a direct shipment basis and the decrease  in  inventory  is
primarily  due to a more conservative purchasing strategy focusing  on  reducing
inventory levels combined with a majority of the Company's sales being made on a
direct basis.

      Net  cash  used  by financing activities was $6,096,000.   Cash  was  used
primarily  to  reduce  the Company's borrowings under its U.S.  line  of  credit
facility.   On  March  31,  1998,  the Company amended  its  Loan  and  Security
Agreement  which  includes  a  senior secured  credit  facility.   The  facility
provides  for  revolving loans and letters of credit, subject to certain  limits
which,  in  the  aggregate,  cannot exceed  the  lesser  of  $10  million  or  a
"Borrowing  Base"  amount based on specified percentages  of  eligible  accounts
receivable and inventories. The Company is required to maintain certain  working
capital and net worth levels, and is in compliance with these requirements.   At
April  3, 1998, there were no outstanding borrowings under the facility, and  no
outstanding letters of credit issued for inventory purchases.

      The  Company's  Hong  Kong subsidiary currently maintains  various  credit
facilities,  as  amended, aggregating $28.5 million with a  bank  in  Hong  Kong
consisting  of  the  following:  (i) a $3.5 million  credit  facility  which  is
generally  used for letters of credit for a foreign subsidiary's  direct  import
business  and  affiliates' inventory purchases and (ii)  a  $25  million  credit
facility,  for  the  benefit  of  a  foreign  subsidiary,  which  is   for   the
establishment  of  back-to-back  letters of  credit.   At  April  3,  1998,  the
Company's Hong Kong subsidiary pledged $1 million in certificates of deposit  to
this  bank to assure the availability of these credit facilities.  At  April  3,
1998,  there were $1,958,000 and $23,700,000 respectively, of letters of  credit
outstanding under these credit facilities.

      The  Company successfully concluded licensing agreements for existing core
business  products and new products, and intends to pursue additional  licensing
opportunities.  The Company believes that such licensing activities will have  a
positive  impact  on  net operating results by generating  royalty  income  with
minimal costs, if any, and without the necessity of utilizing working capital or
accepting customer returns.  (See "Business-Licensing and Related Activities").

      SHORT-TERM  LIQUIDITY.  At present, management believes that  future  cash
flow  from  operations  and  the institutional financing  noted  above  will  be
sufficient  to fund all of the Company's cash requirements for the  next  fiscal
year.  However,  the adequacy of future cash flow from operations  is  dependent
upon  the Company achieving its operating plan.  During Fiscal 1998, the Company
reduced  inventory  levels approximately 15%, accounts  receivable  by  58%  and
executed cost-reduction programs. The Company intends to maintain these  reduced
inventory levels and to continue the sale of its products on a direct basis.  In
Fiscal  1998,  products  representing approximately 77%  of  net  revenues  were
directly  imported  from manufacturers to the Company's customers.   The  direct
import  program  implemented by the Company is critical in providing  sufficient
working  capital  to meet its liquidity objectives.  If the  Company  is  unable
maintain  its existing level of direct sales volume, it may not have  sufficient
working capital to finance its operating plan.

      The  Company  is  currently in arrears on $727,000  of  dividends  on  the
Company's  Series  A Preferred Stock.  The preferred stock is  convertible  into
common stock until March 31, 2002 at a price per share of common stock equal  to
80%  of the defined average market value of a share of common stock on the  date
of conversion.  The preferred stock dividend rate for Fiscal 1999 is 4.2%.

      The  Company's liquidity is impacted by the seasonality of  its  business.
The  Company  records  the majority of its annual sales in the  quarters  ending
September 30 and December 31.  This requires the Company to open higher  amounts
of  letters  of  credit  during the quarters ending June 30  and  September  30,
therefore  increasing the Company's working capital needs during these  periods.
Additionally, the Company receives the largest percentage of customer returns in
the  quarters  ending March 31 and June 30.  The higher level of returns  during
these periods adversely impacts the Company's collection activity, and therefore
its liquidity.  The Company believes that the agreements with Cargil, Daewoo, WW
Mexicana,   Tel-Sound  and  other  licensees,  as  discussed  above,   and   the
arrangements   it  has  implemented  concerning  returned  merchandise,   should
favorably impact the Company's cash flow over their respective terms.

      LONG-TERM  LIQUIDITY.  The Company has discontinued certain  lower  margin
lines  of products and believes that this, together with the agreements covering
its  North  American  video business and the introduction of CinemaSurround(TM),
can reverse the negative trends of net losses reported in Fiscal 1998 and Fiscal
1997.   The senior secured credit facility with the Lender was amended in  March
1998  and  extended  to March 31, 2001 and imposes financial  covenants  on  the
Company  which could materially affect its liquidity in the future.   Management
believes  that  its  direct import program and the anticipated  cash  flow  from
operations  and the financing noted above will provide sufficient  liquidity  to
meet  the  Company's operating and debt service cash requirements on a long-term
basis.

      As  of  April 3, 1998 the Company had no material commitments for  Capital
expenditures.

INFLATION AND FOREIGN CURRENCY

     Neither inflation nor currency fluctuations had a significant effect on the
Company's  results of operations during Fiscal 1998. The Company's  exposure  to
currency  fluctuations has been minimized by the use of U.S. dollar  denominated
purchase  orders,  and  by sourcing production in more  than  one  country.  The
Company  purchases virtually all of its products from manufacturers  located  in
various Asian countries.  The economic crises in these countries and its related
impact  on  their  financial markets has not impacted the Company's  ability  to
purchase  product.   Should these crises continue, they could  have  a  material
adverse  effect on the Company by inhibiting its relationship with its suppliers
and its ability to acquire products for resale.

YEAR 2000

      The Company has developed and is in the process of implementing a plan  to
modify its management information system to be year 2000 compliant.  The Company
currently expects to be substantially complete with this conversion by mid-1999.
The  incremental cost of conversion is estimated to be less than $300,000.   The
Company  does  not  expect  the  conversion to  have  a  significant  effect  on
operations  or  the  Company's financial results.  In addition,  the  year  2000
problem may impact other entities with which the Company transacts business, and
the Company cannot predict the effect of the year 2000 problem on such entities.

RECENT PRONOUNCEMENTS OF THE FINANCIAL ACCOUNTING STANDARDS BOARD

      Recent pronouncements of the Financial Accounting Standards Board ("FASB")
which  are  not  required to be adopted at April 3, 1998, include the  following
Statements of Financial Accounting Standards ("SFAS"):

      SFAS  no. 129, "Disclosure of Information about Capital Structure,"  which
will  be  effective for the Company for the fiscal year ending March  31,  1999,
consolidates  existing disclosure requirements.  This new standard requires  the
Company  to  report  its capital structure and relevant information  in  summary
format.  The Company voluntarily adopted SFAS No. 129 in the 1998 fiscal year.

      SFAS No. 130, "Reporting Comprehensive Income," establishes standards  for
reporting  and display of comprehensive income (all changes in equity  during  a
period  except those resulting from investments by and distributions to  owners)
and  its components in the financial statements.  This new standard, which  will
be  effective for the Company for the fiscal year ending March 31, 1999, is  not
currently  anticipated to have a significant impact on the  Company's  financial
statements  based  on  the current financial structure  and  operations  of  the
Company.

      SFAS  No.  131,  "Disclosure about Segments of an Enterprise  and  Related
Information," which will be effective for the Company for the fiscal year ending
March  31, 1999, establishes standards for reporting information about operating
segments  in  the  annual  financial  statements,  selected  information   about
operating  segments in interim financial reports and disclosures about  products
and  services, geographic areas and major customers.  This new standard requires
the Company to report financial information on the basis that is used internally
for  evaluating  segment performance and deciding how to allocate  resources  to
segments,  which  may result in more detailed information in the  notes  to  the
Company's  financial statements than is currently required  and  provided.   The
Company has not yet determined the effects, if any, of implementing SFAS No. 131
on its reporting of financial information.

FORWARD-LOOKING INFORMATION

      This  report contains various forward looking statements under the Private
Securities Litigation Reform Act of 1995 (the "Reform Act') and information that
are based on Management's beliefs as well as assumptions made by and information
currently  available  to  Management.  When  used  in  this  report,  the  words
"anticipate",   "estimate",   "expect",  "predict",   "project",   and   similar
expressions   are  intended  to  identify  forward  looking  statements.    Such
statements are subject to certain risks, uncertainties and assumptions.   Should
one  or  more of these risks or uncertainties materialize, or should  underlying
assumptions  prove  incorrect, actual results may  vary  materially  from  those
anticipated,  expected  or projected.  Among the key factors  that  could  cause
actual  results  to differ materially are as follows:  (i) the  ability  of  the
Company to continue selling products to its largest customers whose net revenues
represented  58%  and 16% of Fiscal 1998 net revenues; (ii) competitive  factors
such  as  competitive pricing strategies utilized by retailers in  the  domestic
marketplace which negatively impacts product gross margins; (iii) the ability of
the  Company to maintain its suppliers, primarily all of whom are located in the
Far  East; (iv) the Company's ability to replace the licensing income  from  the
Supplier  with  commission  revenues  from  Daewoo;  (v)  the  outcome  of   the
litigation.  (See  "Legal  Proceedings");  (vi) the availability  of  sufficient
capital  to  finance  the Company's operating plans; (vii) the  ability  of  the
Company  to  comply  with the restrictions imposed upon it  by  its  outstanding
indebtedness; and (viii) general economic conditions.

Item 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
          MARKET RISK.
     
  Not applicable.

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The financial statements and supplementary data required by this Item 8 are
set forth at the pages indicated in Item 14(a) below.

Item 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE
  
  None.
  
                                    PART III

Item 10.  Directors And Executive Officers

      The  information  required  is incorporated herein  by  reference  to  the
Company's   definitive  Proxy  Statement  for  the  1998   Annual   Meeting   of
Shareholders.

Item 11.  Executive Compensation
                                        
      The  information  required  is incorporated herein  by  reference  to  the
Company's   definitive  Proxy  Statement  for  the  1998   Annual   Meeting   of
Shareholders.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

      The  information  required  is incorporated herein  by  reference  to  the
Company's   definitive  Proxy  Statement  for  the  1998   Annual   Meeting   of
Shareholders.

Item 13.  Certain Relationships and Related Transactions

      The  information  required  is incorporated herein  by  reference  to  the
Company's   definitive  Proxy  Statement  for  the  1998   Annual   Meeting   of
Shareholders.

                                     PART IV

Item 14.  EXHIBITS, FINANCIAL STATEMENTS, STATEMENT SCHEDULE AND REPORTS ON FORM
          8-K

(a)  Financial Statements and Schedule:

Report of Independent Auditors                                    F-  1
Consolidated Statements of Operations for the years ended 
   April 3, 1998, March 31, 1997 and 1996                         F-  2 
Consolidated Balance Sheets at April 3, 1998
   and March 31,1997                                              F-  3
Consolidated   Statements  of   Changes   in                           
   Shareholders' Equity   
   for the years ended April 3, 1998,
   March 31, 1997 and 1996                                        F-  4
Consolidated  Statements of Cash  Flows  for                           
   the years ended April 3, 1998, March 31, 1997
   and 1996                                                       F-  5
Notes to Consolidated Financial Statements                        F-  6
Schedule VII Valuation and Qualifying                      
   Accounts and Reserves                                          F- 27

ALL  OTHER SCHEDULES ARE OMITTED BECAUSE THEY ARE NOT APPLICABLE OR THE REQUIRED
INFORMATION IS SHOWN IN THE FINANCIAL STATEMENTS OR NOTES THERETO.

(b)      No  reports  on Form 8-K were filed by the Company  during  the  last
         quarter of the fiscal year ended April 3, 1998.

(c)      Exhibits

(2)      Confirmation  Order and Fourth Amended Joint Plan of Reorganization  of
         Emerson  Radio  Corp.  ("Old Emerson") and certain  subsidiaries  under
         Chapter  11 of the United States Bankruptcy Code, dated March 31,  1994
         (incorporated  by  reference to Exhibit (2) of  Emerson's  Registration
         Statement  on  Form S-1, Registration No. 33-53621, declared  effective
         by the Securities and Exchange Commission ("SEC") on August 9, 1994).

(3) (a)  Certificate  of Incorporation of Emerson (incorporated by reference  to
         Exhibit  (3)  (a)  of  Emerson's Registration Statement  on  Form  S-1,
         Registration No. 33-53621, declared effective by the SEC on  August  9,
         1994).

(3) (b)  Certificate  of Designation for Series A Preferred Stock  (incorporated
         by  reference to Exhibit (3) (b) of Emerson's Registration Statement on
         Form  S-1, Registration No. 33-53621, declared effective by the SEC  on
         August 9, 1994).

(3) (c)  Plan  of  Reorganization and Agreement of Merger  by  and  between  Old
         Emerson  and Emerson Radio (Delaware) Corp. (incorporated by  reference
         to  Exhibit  (3) (c) of Emerson's Registration Statement on  Form  S-1,
         Registration No. 33-53621, declared effective by the SEC on  August  9,
         1994).

(3) (d)  Certificate  of  Merger  of Old Emerson  with and  into  Emerson  Radio
         (Delaware)  Corp.  (incorporated by reference to  Exhibit  (3)  (d)  of
         Emerson's  Registration  Statement on Form S-1,  Registration  No.  33-
         53621, declared effective by the SEC on August 9, 1994).

(3) (e)  Amendment  dated February 14, 1996 to the Certificate of  Incorporation
         of  Emerson (incorporated by reference to Exhibit (3) (a) of  Emerson's
         Quarterly  Report  on  Form  10-Q for the quarter  ended  December  31,
         1995).

(3) (f)  By-Laws  of  Emerson adopted March 1994 (incorporated by  reference  to
         Exhibit  (3)  (e)  of  Emerson's Registration Statement  on  Form  S-1,
         Registration No. 33-53621, declared effective by the SEC on  August  9,
         1994).

(3) (g)  Amendment  dated  November 28, 1995 to the By-Laws of  Emerson  adopted
         March  1994 (incorporated by reference to Exhibit (3) (b) of  Emerson's
         Quarterly  Report  on  Form  10-Q for the quarter  ended  December  31,
         1995).

(4) (a)   Warrant Agreement to Purchase 750,000 shares of Common Stock, dated as
          of  March  31, 1994 (incorporated by reference to Exhibit (4)  (a)  of
          Emerson's  Registration Statement on Form S-1,  Registration  No.  33-
          53621, declared effective by the SEC on August 9, 1994).

(4) (b)   Indenture, dated as of August 17, 1995 between Emerson and  Bank  One,
          Columbus, NA, as Trustee (incorporated by reference to Exhibit (1)  of
          Emerson's  Current Report on Form 8-K filed with the SEC on  September
          8, 1995).

(4) (c)   Common  Stock Purchase Warrant Agreement to purchase 50,000 shares  of
          Common Stock, dated as of December 8, 1995 between Emerson and Michael
          Metter  (incorporated by reference to Exhibit (10)  (e)  of  Emerson's
          Quarterly  Report  on  Form 10-Q for the quarter  ended  December  31,
          1995).

(4) (d)   Common Stock Purchase Warrant Agreement to purchase 200,000 shares  of
          Common Stock, dated as of December 8, 1995 between Emerson and Kenneth
          A.  Orr  (incorporated by reference to Exhibit (10) (f)  of  Emerson's
          Quarterly  Report  on  Form 10-Q for the quarter  ended  December  31,
          1995).

(10) (a)  Form  of  Promissory  Note  issued to certain  Pre-Petition  Creditors
          (incorporated  by   reference  to   Exhibit  (10)   (e)  of  Emerson's
          Registration  Statement  on  Form  S-1,  Registration  No.   33-53621,
          declared effective by the SEC on August 9, 1994).

(10) (b)  Loan  and  Security  Agreement, dated March 31,  1994,  by  and  among
          Emerson,  Majexco  Imports,  Inc. and Congress  Financial  Corporation
          ("Congress")  (incorporated  by  reference  to  Exhibit  (10)  (f)  of
          Emerson's  Registration Statement on Form S-1,  Registration  No.  33-
          53621, declared effective by the SEC on August 9, 1994).

(10) (c)  Amendment No. 1 to Financing Agreements, dated as of August 24,  1995,
          among  Emerson,  Majexco Imports, Inc. and Congress  (incorporated  by
          reference to Exhibit (2) of Emerson's Current Report on Form 8-K filed
          with the SEC on September 8, 1995).

(10) (d)  Amendment No. 2 to Financing Agreements, dated as of February 13, 1996
          (incorporated by reference to Exhibit (10) (c) of Emerson's  Quarterly
          Report on Form 10-Q for the quarter ended December 31, 1995).

(10) (e)  Amendment No. 3 to Financing Agreements, dated as of August  20,  1996
          (incorporated by reference to Exhibit (10) (b) of Emerson's  Quarterly
          Report on Form 10-Q for the quarter ended December 31, 1995).

(10) (f)  Amendment No. 4 to  Financing Agreements,  dated as of
          November 14, 1996 (incorporated by  reference to Exhibit (10) (c)
          of Emerson's Quarterly Report on Form 10-Q for the
          quarter ended September 30, 1996).

(10) (g)  Amendment No. 5 to Financing Agreements, dated as of February 18, 1997
          (incorporated by reference to Exhibit (10) (e) of Emerson's  Quarterly
          Report on Form 10-Q for the quarter ended December 31, 1996).

(10) (h)  Stipulation of Settlement and Order dated June 11, 1996 by  and  among
          the  Official Liquidator of Fidenas International Bank Limited,  Petra
          Stelling,  Barclays  Bank  PLC,  the Official  Liquidator  of  Fidenas
          Investment Limited, Geoffrey P. Jurick, Fidenas International Limited,
          L.L.C.,  Elision  International,  Inc.,  GSE  Multimedia  Technologies
          Corporation and Emerson.

(10) (i)  Pledge Agreement dated as of February 4, 1997 by Fidenas International
          Limited, L.L.C. ("FIN") in favor of TM Capital Corp. (incorporated  by
          reference to Exhibit (10) (a) of Emerson's Quarterly Report on
          Form 10-Q for the quarter ended December 31, 1996).

(10) (j)  Registration  Rights Agreement dated as of  February 4,  1997  by  and
          among   Emerson,  FIN,  the  Creditors,  FIL  and  TM  Capital   Corp.
          (incorporated by reference to Exhibit (10) (b) of Emerson's  Quarterly
          Report on Form 10-Q for the quarter ended December 31, 1996).

(10) (k)  License and Exclusive Distribution Agreement with Cargil International
          Corp.  dated  as  of February 12, 1997 (incorporated by  reference  to
          Exhibit  (10) (c) of Emerson's Quarterly Report on Form 10-Q  for  the
          quarter ended December 31, 1996).

(10) (l)  Agreement  dated April 10, 1997 between Emerson and Daewoo Electronics
          Co., Ltd.

(10) (m)  Securities  Purchase Agreement dated as of November 27, 1996,  by  and
          between Sport Supply Group, Inc. ("SSG") and Emerson (incorporated  by
          reference  to Exhibit (2)(a) of Emerson's Current Report on  Form  8-K
          dated November 27, 1996).

(10) (n)  Form   of   Warrant  Agreement   by  and  between  SSG   and   Emerson
          (incorporated  by  reference to Exhibit (4)(a)  of  Emerson's  Current
          Report on Form 8-K dated November 27, 1996).

(10) (o)  Form  of  Registration Rights Agreement by and between SSG and Emerson
          (incorporated  by  reference to Exhibit (4)(b)  of  Emerson's  Current
          Report on Form 8-K dated November 27, 1996).

(10) (p)  Consent  No. 1 to Financing Agreements among Emerson, certain  of  its
          subsidiaries,  and  Congress (incorporated  by  reference  to  Exhibit
          (10)(b)  of  Emerson's Current Report on Form 8-K dated  November  27,
          1996).

(10) (q)  Form  of Termination of Employment Agreement between Emerson and  John
          Walker dated as of January 15, 1998.*

(10) (r)  License Agreement dated as of March 30, 1998 by and  between 
          Tel-Sound Electronics, Inc.  and Emerson. *

(10) (s)  License Agreement dated as of March 31, 1998 by and between WW
          Mexicana, S. A. de C. V. and Emerson. *

(10) (t)  Amendment No. 7 to Financing Agreements, dated as of March 31,
          1998. *

(10) (u)  Amendment No. 1 to Pledge and Security Agreement dated as  of
          March 31, 1998.*

(10) (v)  Second  Lease Modification dated as of May 15, 1998  between
          Hartz Mountain, Parsippany and Emerson. *

(12)      Computation  of Ratio of Earnings (Loss) to Combined Fixed Charges
          and Preferred Stock Dividends. *

(21)      Subsidiaries of the Company as of April 3, 1998.*

(23)      Consent of Independent Auditors*

(27)      Financial Data Schedule for year ended April 3, 1998.*

* Filed herewith.

                                   SIGNATURES
     
      Pursuant  to  the  requirements of Section 13 or 15(d) of  the  Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report  to
be signed on its behalf by the undersigned, thereunto duly authorized.
  
                                         EMERSON RADIO CORP.
     
     
                                         By: /s/ Geoffrey P. Jurick
                                         Geoffrey P. Jurick
                                         Chairman of the Board
Dated:  July 1, 1998

      Pursuant to the requirements of the Securities Exchange Act of 1934,  this
report  has  been  signed  below  by the following  persons  on  behalf  of  the
Registrant and in the capacities and on the dates indicated.

/s/ Geoffrey P. Jurick      Chairman of the Board,            July 1, 1998
Geoffrey P. Jurick          Chief Executive Officer and
                            President
                                            
                                            
/s/ John P. Walker          Executive Vice President         July 1, 1998
John P. Walker              Chief Financial Officer
                                            
                                            
/s/ Robert H. Brown, Jr.    Director                         July 1, 1998
Robert H. Brown, Jr.
                                            
                                            
/s/ Peter G. Bunger         Director                         July 1, 1998
Peter G. Bunger
                                            
                                            
/s/ Jerome H. Farnum        Director                         July 1, 1998
Jerome H. Farnum
                                            
                                            
/s/ Raymond L. Steele       Director                         July 1, 1998
Raymond L. Steele


                         REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Shareholders
of Emerson Radio Corp.

We  have  audited the accompanying consolidated balance sheets of Emerson  Radio
Corp.  and Subsidiaries as of April 3, 1998 and March 31, 1997, and the  related
consolidated statements of operations, shareholders' equity, and cash flows  for
each  of  the  three years in the period ended April 3, 1998.  Our  audits  also
included  the  financial statement schedule listed in the Index at  Item  14(a).
These  financial statements and schedule are the responsibility of the Company's
management.   Our  responsibility is to express an opinion  on  these  financial
statements based on our audits.

We   conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards.   Those  standards require that we plan and  perform  the  audits  to
obtain  reasonable assurance about whether the financial statements are free  of
material  misstatement.  An audit includes examining, on a test basis,  evidence
supporting  the amounts and disclosures in the financial statements.   An  audit
also includes assessing the accounting principles used and significant estimates
made  by  management,  as  well  as evaluating the overall  financial  statement
presentation.   We believe that our audits provide a reasonable  basis  for  our
opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Emerson
Radio  Corp.  and  Subsidiaries at April 3, 1998 and March  31,  1997,  and  the
consolidated  results of its operations and cash flows for  each  of  the  three
years  in  the period ended April 3, 1998, in conformity with generally accepted
accounting  principles.  Also, in our opinion, the related  financial  statement
schedule, when considered in relation to the basic financial statements taken as
a  whole,  presents  fairly in all material respects the information  set  forth
therein.

                                             ERNST & YOUNG LLP
New York, New York
July 1, 1998

<TABLE>

                      EMERSON RADIO CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
           For The Years Ended April 3, 1998, March 31, 1997 and 1996
                      (In thousands, except per share data)
                                        

<CAPTION>
                                  1998        1997      1996
                                                        
<S>                             <C>         <C>        <C>
Net revenues                    $ 162,730   $ 178,708  $ 245,667
                                                        
  Cost of sales                   142,372     174,184    231,455
  Other operating costs and                         
    expenses                        4,351      3,079       4,803
  Selling, general and                         
    administrative expenses        15,483     18,716      19,497
  Restructuring and other       
    nonrecurring charges               --      2,972          --
                                                        
                                  162,206    198,951     255,755
                                                        
Operating income (loss)               524    (20,243)    (10,088)
                                                     
  Equity in earnings (loss) of                      
    Affiliate                       1,524        (66)         --
  Write-down of investment in                         
    and advances to Joint Venture    (714)        --          -- 
  Interest expense, net            (2,510)    (3,429)     (3,275)
Loss before income taxes           (1,176)   (23,738)    (13,363)
                                                        
   Provision for income taxes         254        230          26
Net loss                         $ (1,430)  $(23,968)   $(13,389)
                                                     
Net loss per common share        $   (.04)  $   (.61)   $   (.35)
                                                     
Weighted average shares                      
    outstanding
  Basic                            45,167     40,292      40,253
  Diluted                          45,167     40,292      40,253

</TABLE>
                                        
  The  accompanying  notes  are an integral part of the  consolidated  financial
  statements.

<TABLE>
                                        
                      EMERSON RADIO CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                     As of April 3, 1998 and March 31, 1997
                        (In thousands, except share data)
<CAPTION>
                                                          1998       1997
                        ASSETS                                         
Current Assets:                                                        
  <S>                                                <C>           <C>
  Cash and cash equivalents                          $   2,608     $ 2,640
  Accounts receivable (less allowances
    of $4,884  and $6,001, respectively)                 5,247      12,452
  Other receivables                                      6,474       2,117
  Inventories                                           11,375      13,329
  Prepaid expenses and other current assets              2,503       4,380
        Total current assets                            28,207      34,918
Property and equipment (net of accumulated
    depreciation of $3,152 and                           1,381       2,130
    $3,521, respectively)                                         
Investment in Affiliates and Joint Venture              17,522      16,033
Other assets                                             4,810       5,687
        Total Assets                                   $51,920     $58,768
                                                                       
         LIABILITIES AND SHAREHOLDERS' EQUITY                          
Current Liabilities:                                                   
   Notes payable                                       $    --     $ 5,689
   Current maturities of long-term debt                     85          85
   Accounts payable and other current liabilities       12,256      13,053
   Accrued sales returns                                 4,511       2,730
   Income taxes payable                                    191         103
        Total current liabilities                       17,043      21,660
                                                                    
Long-term debt, less current maturities                 20,750      20,856
Other non-current liabilities                              179         223
                                                                    
Shareholders' Equity:                                               
  Preferred  shares -- 10,000,000 shares  authorized;              
     5,237 and 10,000 shares issued
     and outstanding, respectively                       4,713       9,000
  Common shares -- $.01 par value, 75,000,000  shares             
     authorized; 51,044,730 and 40,335,642 shares 
     issued and outstanding, respectively                  510         403
  Capital in excess of par value                       113,201     109,278
  Accumulated deficit                                 (104,673)   (102,843)
  Cumulative translation adjustment                        197         191
        Total shareholders' equity                      13,948      16,029
        Total Liabilities and Shareholders' Equity     $51,920    $ 58,768
             
</TABLE>
                           
  The  accompanying  notes  are an integral part of the  consolidated  financial
  statements.
        
<TABLE>
                                
                      EMERSON RADIO CORP. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
           For The Years Ended April 3, 1998, March 31, 1997 and 1996
                        (In thousands, except share data)
<CAPTION>
                                        
                         Common Shares Issued
                                                 Cap-
                                                 ital                 Cumula-
                                                 in                   tive
                                                 Excess               Trans-
                  Prefer-  Number                of        Accum-     lation
                  red      of           Par      Par       ulated     Adjust-
                  Stock    Shares       Value    Value     Deficit    ment
                                                                 
<S>               <C>      <C>          <C>      <C>       <C>        <C>
Balance-March 31,
    1995          $9,000   40,252,772   $  403   $107,969  $(64,086)  $  365
 Issuance of                                
   common stock
   warrants                                         1,065
 Preferred                                                     
   stock dividends                                             (700)
   Other                                              (43)              (202)
   Net loss                                                  (13,389)
                                                                 
Balance-March 31,
    1996           9,000  40,252,772      403     108,991    (78,175)    163
 Issuance of                                                   
   common stock
   warrants                                           257
 Exercise of                                                   
   stock options
   and warrants               82,870                   40
 Preferred                                                     
   stock dividends                                             (700)
 Other                                                (10)                28
 Net loss                                                   (23,968)
                                                                 
Balance-March 31,
    1997           9,000  40,335,642      403     109,278  (102,843)     191
 Issuance of                                                 
   common stock
   upon conversion
   of preferred
   stock          (4,287) 10,709,088      107      4,180
 Cancellation of
   common stock                                                  
   warrants                                         (257)
 Preferred stock dividends                                    (400)
 Other                                                                    6
 Net loss                                                   (1,430)
Balance-April 
   3, 1998        $4,713 $51,044,730    $510   $ 113,201 $(104,673)   $ 197


</TABLE>

  The  accompanying  notes  are an integral part of the  consolidated  financial
  statements.

<TABLE>
                                        
                                        
                      EMERSON RADIO CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
           For the Years Ended April 3, 1998, March 31, 1997 and 1996
                                 (In thousands)
                                        
<CAPTION>
                                        
                                                                               
                                   1998       1997         1996
Cash Flows from Operating                                  
    Activities:
 <S>                            <C>        <C>          <C>
 Net loss                       $ (1,430)  $ (23,968)   $ (13,389)
 Adjustments to reconcile net                             
    loss to net cash provided
    (used) by operating
    activities:
 Depreciation and amortization     1,759       2,844        3,664
 Equity  in  earnings  of                            
    affiliate                     (1,524)         66           --
 Restructuring and other                             
    nonrecurring charges              --       2,782           --
 Asset valuation and loss                             
    reserves                      (2,378)      ( 752)     (14,209)
 Other                              (251)      1,048          298
 Changes  in  assets  and                             
    liabilities:
 Accounts receivable               9,151      11,230       17,391
 Other receivables                (4,357)     (2,117)          --
 Inventories                       3,418      20,871         (437)
 Prepaid expenses and                             
    other current assets             845       3,884        3,231
 Other assets                       ( 71)       (896)        (601)
 Accounts  payable  and                             
    other current liabilities        841       1,827       (9,092)
 Income taxes payable                 88         (98)         (53)
Net cash provided (used) by                             
    operations                     6,091      16,721      (13,197)
                                                             
Cash Flows from Investing                             
    Activities:
 Investment in affiliates             --     (14,513)       1,840
 Additions to property and                             
    equipment                        (27)       (255)      (1,666)
 Redemption of certificates of                             
    deposit                           --         100          945
 Other                                --          12         (477)
Net cash provided (used) by                             
    investing activities             (27)    (14,656)         642
                                                             
Cash Flows from Financing                             
    Activities:
 Net repayments under line of         
    credit facility               (5,689)    (15,462)      (6,145)
 Net proceeds from issuance of                             
    senior subordinated
    convertible debentures            --          --       19,208         
 Retirement of long-term debt       (106)       (118)        (298)
 Payment  of preferred  stock                             
    dividends                       (257)       (231)        (700)
 Payment of debt costs                --          --         (237)
 Other                               (44)        253         (160)
Net cash provided (used) by
    financing activities          (6,096)    (15,558)      11,668
Net decrease in cash and cash
    equivalents                      (32)    (13,493)        (887)
Cash  and  cash  equivalents  at                
    beginning of year              2,640      16,133       17,020
Cash and cash equivalents at end 
    of year                       $2,608     $ 2,640      $16,133

</TABLE>

The  accompanying  notes  are  an integral part of  the  consolidated  financial
statements.
                                        
                      EMERSON RADIO CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  April 3, 1998

Note 1 -- Significant Accounting Policies:

BASIS OF PRESENTATION

     The consolidated financial statements include the accounts of Emerson Radio
Corp.  and  its  majority-owned subsidiaries (the "Company").   All  significant
intercompany  transactions  and balances have  been  eliminated.   A  28%  owned
investment  in an Affiliate and a 50% ownership of a domestic joint venture  are
accounted for by the equity method (see Notes 3 and 15).

EARNINGS (LOSS) PER SHARE

     In 1997, the Financial Accounting Standards Board issued Statement No. 128,
Earnings per Share.  Statement 128 replaced the calculation of primary and fully
diluted  earnings  per share with basic and diluted earnings per  share.  Unlike
primary  earnings  per  share, basic earnings per share  excludes  any  dilutive
effects  of options, warrants and convertible securities.  Diluted earnings  per
share  is  very  similar to the previously reported fully diluted  earnings  per
share.  All earnings per share amounts for all periods have been presented,  and
where appropriate, restated to conform to the Statement 128 requirements.

USE OF ESTIMATES

      The  preparation of the financial statements in conformity with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the amounts reported in the financial  statements  and
accompanying  notes.   Actual  results  could  materially  differ   from   those
estimates.

CASH AND CASH EQUIVALENTS

      Short-term investments with original maturities of three months or less at
the time of purchase are considered to be cash equivalents.  The carrying amount
reported  in  the balance sheet for cash and cash equivalents approximates  fair
value.

FAIR VALUES OF FINANCIAL INSTRUMENTS

      The estimated fair values of financial instruments have been determined by
the  Company  using  available market information,  including  current  interest
rates, and the following valuation methodologies:

      Cash  and cash equivalent and accounts receivable -- the carrying  amounts
reported  in  the balance sheet for cash and cash equivalents approximate  their
fair  values  because of the short maturity of these instruments.  The  carrying
amount of accounts receivable approximate their fair value.

     Other receivables -- the fair value is estimated on the basis of discounted
cash flow analyses, using appropriate interest rates for similar instruments.

      Notes  payable  and long-term debt -- the fair value is estimated  on  the
basis of rates available to the Company for debt of similar maturities.

INVENTORIES
  
      Inventories  are  stated  at the lower of cost  (first-in,  first-out)  or
market.

CONCENTRATIONS OF CREDIT RISK

       Certain   financial  instruments  potentially  subject  the  Company   to
concentrations of credit risk.  Accounts receivable represent sales to retailers
and  distributors  of  consumer electronics throughout  the  United  States  and
Canada.   The Company periodically performs credit evaluations of its  customers
but generally does not require collateral.

DEPRECIATION AND AMORTIZATION AND VALUATION OF INTANGIBLES

      Property  and  equipment,  stated at cost, are being  depreciated  by  the
straight-line method over their estimated useful lives.  Leasehold  improvements
are  amortized on a straight-line basis over the shorter of the useful  life  of
the improvement or the term of the lease.

     Goodwill (resulting from its investment in an Affiliate) and trademarks are
amortized using the straight-line method, principally over 40 years.  Management
periodically  evaluates  the  recoverability of goodwill  and  trademarks.   The
carrying  value  of goodwill and trademarks would be reduced if it  is  probable
that  management's best estimate of future operating income before  amortization
of  goodwill  and  trademarks  will be less than the  carrying  value  over  the
remaining amortization period.

FOREIGN CURRENCY

      The assets and liabilities of foreign subsidiaries have been translated at
current  exchange rates, and related revenues and expenses have been  translated
at  average  rates  of exchange in effect during the year.  Related  translation
adjustments are reported as a separate component of shareholders' equity.  Gains
and  losses  resulting from foreign currency transactions are  included  in  the
Consolidated  Statements  of  Operations  and  amounted  to  a  gain  (loss)  of
($39,000), ($79,000), and $475,000 for the years ended April 3, 1998, March  31,
1997 and 1996, respectively.

      The  Company  does not enter into foreign currency exchange  contracts  to
hedge its exposures related to foreign currency fluctuations.

RECLASSIFICATION

     Certain amounts in the prior period's consolidated financial
statements have been reclassified to conform to current periods presentation.

CHANGE IN ACCOUNTING PERIOD

      Beginning in Fiscal 1998, the Company changed its financial reporting year
to a 52/53 week year ending on the Friday closest to March 31.  Accordingly, the
current fiscal year ended on April 3, 1998.

Note 2 -- Inventories:

      Inventories  are  comprised  primarily of  finished  goods.   Spare  parts
inventories, net of reserves, aggregating $384,000 and $1,469,000  at  April  3,
1998  and  March 31, 1997, respectively, are included in "Prepaid  expenses  and
other current assets."

Note 3 -- Investment in Unconsolidated Affiliate

      On  December 10, 1996, the Company purchased from Sport Supply Group, Inc.
("Affiliate") 1,600,000 shares of newly issued common stock, $.01 par value  per
share  (the  "SSG  Stock"), for aggregate consideration  of  $11.5  million,  or
approximately  $7.19  per  share.  In addition, the Company  purchased,  for  an
aggregate consideration of $500,000, five-year warrants expiring 2001 (the  "SSG
Warrants") to acquire an additional 1,000,000 shares of SSG common stock  at  an
exercise   price   of  $7.50  per  share,  subject  to  standard   anti-dilution
adjustments,  pursuant  to a Warrant Agreement.  Prior  to  such  purchase,  the
Company beneficially owned approximately 9.9% of the outstanding shares  of  SSG
Stock  which it had purchased for $4,228,000 in open market transactions.  Based
upon  the  purchase  of  the SSG Stock, as set forth  above,  the  Company  owns
approximately  28%  of  the  outstanding SSG  common  shares.   If  the  Company
exercises all of the SSG Warrants, it will beneficially own approximately 36% of
the  SSG  common  shares. In July 1997, the Company entered  into  a  Management
Services  Agreement with SSG, whereby SSG would provide various  managerial  and
administrative services to the Company.

     The investment in and results of operations of SSG are accounted for by the
equity  method.  In January 1997, SSG changed its financial reporting  year  end
from  October 31 to September 30. This change in accounting period  resulted  in
the  Company  now  recording its share of SSG earnings on  a  concurrent  basis.
Previously,  the Company recorded its share of SSG's earnings  on  a  two  month
delay.   The Company's investment in SSG includes goodwill of $3,973,000 and  is
being  amortized on a straight line basis over 40 years.  At April 3, 1998,  the
aggregate market value quoted on the New York Stock Exchange of Emerson's shares
of  SSG  common  shares  was  approximately $21 million.   Summarized  financial
information derived from SSG's financial reports to the Securities and  Exchange
Commission was as follows (in thousands):

<TABLE>
                                            (Unaudited)             
                              April 3, 1998        January  31, 1997
                                                    
    <S>                       <C>                   <C>
    Current assets            $   37,282            $ 39,850
    Property, plant and                   
       equipment and
       other assets               19,878              36,748
    Current liabilities            8,395              39,011
    Long-term debt                 7,498                 324

</TABLE>

<TABLE>
                                            (Unaudited)                   
                                For the 14         For the 3
                                Months Ended       Months Ended
                                April 3, 1998      January 31, 1997
                                                          
    <S>                        <C>                 <C>
    Net sales                  $ 111,214           $  14,580
    Gross profit                  43,275               5,905
    Earnings (loss) from                   
       continuing operations       5,903              (1,356)
    Loss from discontinued                   
       operations                     --              (2,574)
    Net (loss)  income             5,903              (3,930)

</TABLE>

Note 4 -- Property and Equipment:

  As  of  April 3, 1998 and March 31, 1997, property and equipment is  comprised
  of the following:

<TABLE>
                                                           
                                         1998        1997
                                          (In thousands)    
                                                 
   <S>                                 <C>          <C> 
   Furniture and fixtures. . . . . .   $3,745       $4,021
   Machinery and equipment . . . . .      532          891
   Leasehold improvements. . . . . .      256          739
                                        4,533        5,651
   Less  accumulated depreciation and 
      amortization . . . . . . . . .    3,152        3,521
                                       $1,381       $2,130
                                                    
</TABLE>

      Depreciation  and  amortization  of property  and  equipment  amounted  to
$776,000, $1,631,000 and $2,800,00 for the years ended April 3, 1998, March  31,
1997 and 1996, respectively.

Note 5 -- Credit Facility:

      On  March  31,  1998, the Company amended its existing Loan  and  Security
Agreement (the "Loan and Security Agreement") which includes a senior secured
credit  facility  with  a  U.S. financial institution.   The  amendment  to  the
facility  reduced  the  facility to $10 million from $35  million,  and  amended
certain  financial  covenants  as  defined below.   The  facility  provides  for
revolving loans and letters of credit, subject to individual maximums which,  in
the  aggregate,  cannot exceed  the lesser of $10 million or a "Borrowing  Base"
amount  based  on  specified  percentages of eligible  accounts  receivable  and
inventories. Amounts outstanding under the senior credit facility are secured by
substantially  all  of  the  Company's  U.S.  and  Canadian  assets  except  for
trademarks,  which are subject to a negative pledge covenant and a  majority  of
its  investment in an unconsolidated Affiliate. At April 3, 1998 and  March  31,
1997, the weighted average interest rate on the outstanding borrowings was 9.75%
and  9.5%,  respectively,  which  is the prime  rate  of  interest  plus  1.25%.
Interest paid totaled $316,000,  $1,494,000 and $2,429,000 respectively, for the
years  ended April 3, 1998, March 31, 1997 and 1996.  Pursuant to the  Loan  and
Security  Agreement, the Company is restricted from, among other things,  paying
cash  dividends  (other than on the Series A Preferred Stock), redeeming  stock,
and  entering  into  certain transactions and is required  to  maintain  certain
working  capital  and  equity  levels.  An event of  default  under  the  credit
facility may trigger a default under the Company's 8-1/2% Senior Subordinated
Convertible  Debentures Due 2002. At March 31, 1998, there were  no  outstanding
borrowings  under the facility, and no outstanding letters of credit issued  for
inventory  purchases.   At  March  31, 1997, there  was  $5,689,000  outstanding
borrowing and $444,000 outstanding letters of credit.

Note 6 -- Long-Term Debt:
  
  As  of  April  3,  1998 and March 31, 1997, long-term debt  consisted  of  the
  following:

<TABLE>
                                                          
                                         1998       1997
                                          (in thousands)        
                                           
<S>                                     <C>        <C>
8-1/2%  Senior  Subordinated                  
   Convertible Debentures Due 2002. . . $20,750    $20,750
Notes  payable to  unsecured             
   creditors  . . . . . . . . . . . . .      --          3
Equipment notes and other . . . . . . .      85        188        
                                         20,835     20,941
Less current obligations. . . . . . . .      85         85
                  Long term debt        $20,750    $20,856

</TABLE>

     The Senior Subordinated Convertible Debentures Due 2002 ("Debentures") were
issued  in  August 1995.  The Debentures bear interest at the rate  of 
8-1/2%  per  annum,  payable quarterly, and mature on
August 15, 2002.  The Debentures   are convertible  into
shares  of  the  Company's common stock at any time  prior  to
redemption  or  maturity at an initial conversion price of  $3.9875  per  share,
subject  to adjustment under certain circumstances.  Beginning August 15,  1998,
at  the option of the Company, the Debentures are redeemable in whole or in part
at  an initial redemption price of 104% of principal, decreasing by 1% per  year
until  maturity.   The  Debentures are subordinated to all existing  and  future
senior indebtedness (as defined in the Indenture governing the Debentures).  The
Debentures  restrict, among other things, the amount of senior indebtedness  and
other   indebtedness   that  the  Company,  and,  in  certain   instances,   its
subsidiaries, may incur.  Each holder of Debentures has the right to  cause  the
Company  to  redeem  the Debentures if certain designated  events  (as  defined)
should  occur.  The Debentures are subject to certain restrictions on  transfer,
although the Company has registered the offer and sale of the Debentures and the
underlying common stock.

Note 7  -- Income Taxes:

      The income tax provision for the years ended April 3, 1998, March 31, 1997
and 1996 consisted of the following:

<TABLE>
                                                                           
                           1998      1997        1996
                               (In thousands)       
                                               
<S>                        <C>       <C>         <C>
Current:                                       
Federal                    $  13     $  --       $ (39)
Foreign, state and other     241       230          65
                           $ 254     $ 230       $  26

</TABLE>

The  difference between the effective rate reflected in the provision for income
taxes  and the amounts determined by applying the statutory U.S. rate of 34%  to
earnings (loss) before income taxes for the years ended April 3, 1998, March 31,
1997 and 1996 are analyzed below:


<TABLE>
                                                                          
                            1998        1997         1996
                                   (In thousands)              
                                                   
 <S>                        <C>         <C>          <C>
 Statutory provision        
    benefit)                $ (400)     $ (8,071)    $  (4,543)
 U. S. and foreign net                       
    operating losses
    without tax benefit       (930)        8,098         4,493
 Expiration of state                       
    net operating                                 
    losses                   1,384            --            --
 Rate differential on                       
    foreign income             223           248            96
 Other, net                    (23)          (45)          (20)
 Total income tax 
    provision               $  254       $   230      $     26


</TABLE>

      As  of April 3, 1998 and March 31, 1997 the significant components of  the
Company's deferred tax assets and liabilities are as follows:

<TABLE>
                                                                  
                                           1998          1997
                                             (In thousands)       
                                                     
 <S>                                       <C>           <C>
 Deferred tax assets:                                
       Accounts receivable reserves        $   5,003     $  4,255
       Inventory reserves                      2,332        2,880
       Federal operating loss     
           carryforwards                      15,469       15,682
       State net operating loss     
           carryforwards                       6,759        8,161
       Other                                   1,050          322
       Total deferred tax assets              30,613       31,300
       Valuation  allowance for                
           deferred tax assets               (29,844)     (31,091)
       Net deferred tax assets                   769          209
 Deferred tax liabilities                       (769)        (209)
 Net deferred taxes                         $     --     $     --


</TABLE>

Total  deferred  tax assets of the Company at April 3, 1998 and March  31,  1997
represent  the tax-effected net operating loss carryforwards subject  to  annual
limitations   (as  discussed  below),  and  tax-effected  deductible   temporary
differences.  The  Company  has  established a  valuation  reserve  against  any
expected future benefits.

      Cash  paid  for income taxes was $152,000, $125,000 and $151,000  for  the
years ended April 3, 1998, March 31, 1997 and 1996, respectively.

      Income  (loss)  of  foreign  subsidiaries  before  taxes  was  $3,065,000,
($2,512,000) and ($6,233,000) for the years ended April 3, 1998, March 31,  1997
and 1996, respectively.  Provision is made for federal income taxes which may be
payable  on  earnings  of foreign subsidiaries to the extent  that  the  Company
anticipates  they  will  be  remitted.  It is  the  policy  of  the  Company  to
permanently reinvest all the earnings from its foreign subsidiaries.

      As  of  March  31,  1997,  the Company has a federal  net  operating  loss
carryforward  of approximately $132,265,000, of which $29,160,000,  $13,385,000,
$50,193,000, $20,575,000, and $18,952,000 will expire in 2006, 2007, 2009,  2011
and  2013,  respectively.   The utilization of these net  operating  losses  are
limited  based on the effects of a Plan of Reorganization consummated  on  March
31,  1994.   Pursuant to the Plan, an ownership change occurred with respect  to
the  Company  and  subjected the Company's net operating loss  and  foreign  tax
credit  carryforwards  to  limitations  provided  in   Sections  382  and   383,
respectively, of the Internal Revenue Code.  Subject to special rules  regarding
increases  in  the  annual  limitation for the  recognition  of  net  unrealized
built-in gains, the Company's annual limitation is approximately $2.2 million.

Note 8 -- Commitments and Contingencies:

     Leases:

      The Company leases warehouse and office space at minimum aggregate rentals
net of sublease income as follows:

<TABLE>
  
  
             Fiscal                      
             Years            Amount     

              <C>            <C>
              1999           $1,225
              2000              963
              2001              577
              2002              384
              2003              384
              Later years       128

</TABLE>

      Rent expense, net of rental income, aggregated $1,570,000, $1,790,000  and
$1,705,000  for  the  years ended March 31, 1998, 1997 and  1996,  respectively.
Rental  income  from  the  sublease of warehouse  and  office  space  aggregated
$238,000, $256,000 and $278,000 in the years ended April 3, 1998, March 31, 1997
and 1996, respectively.
  
     Letters of Credit:

      There  were  no letters of credit outstanding under the Loan and  Security
Agreement  (See Note 5) at April 3, 1998 and $444,000 of Letters of Credit  were
outstanding at March 31, 1997. The Company's Hong Kong subsidiary also currently
maintains  various credit facilities aggregating $28.5 million with  a  bank  in
Hong  Kong  subject to annual review consisting of the following:   (i)  a  $3.5
million  credit  facility which is generally used for letters of  credit  for  a
foreign  subsidiary's  direct  import  business  and  an  affiliates'  inventory
purchases, and (ii) a $25 million credit facility, for the benefit of a  foreign
subsidiary,  which  is for the establishment of back-to-back letters  of  credit
with  the Company's largest customer.  At April 3, 1998, the Company's Hong Kong
subsidiary  had pledged $1 million in certificates of deposit to  this  bank  to
assure  the  availability of these credit facilities.  At April 3,  1998,  there
were  $1,958,000  and $23,700,000 of letters of credit outstanding  under  these
credit facilities, respectively.

     Tax Assessments:

      A  wholly owned subsidiary of the Company, Emerson Radio (Hong Kong)  Ltd.
was assessed $858,000 by the Hong Kong Inland Revenue Department (the "IRD")  in
May  1998.   The assessment relates to the 1992/1993 to 1997/1998 tax years  and
asserts  that  certain revenues reported as non taxable by Emerson  Radio  (Hong
Kong)  Ltd. are subject to a profits tax.  Emerson Radio Hong Kong Ltd. is  also
in  litigation  with  the  IRD  regarding  a  separate  assessment  of  $489,000
pertaining to the deduction of certain expenses that relate to the taxable years
1991/1992 to 1997/1998.  The outcome of both actions is uncertain at this  time.
However,  the Company believes that it will prevail in both cases.  During  June
1998  the  Company received a favorable ruling in regards to the  assessment  of
$489,000, which is subject to appeal.

Note 9-- Shareholders' Equity:

  In  July  1994,  the Company adopted a Stock Compensation Program  ("Program")
intended  to  secure for the Company and its stockholders the  benefits  arising
from  ownership  of  the  Company's common stock by  those  selected  directors,
officers, other key employees, advisors and consultants of the Company  who  are
most  responsible  for  the Company's success and future  growth.   The  maximum
aggregate number of shares of common stock available pursuant to the Program  is
2,000,000  shares  and the Program is comprised of 4 parts-the Incentive  Stock
Option  Plan, the Supplemental Stock Option Plan, the Stock Appreciation  Rights
Plan  and the Stock Bonus Plan. A summary of transactions during the last  three
years is as follows:

<TABLE>
                             Number of      Price             Aggregate
                             Shares         Per Share         Price
                                                        
<S>                          <C>             <C>              <C>  
Outstanding-March 31, 1995   1,830,000       $1.00 - $1.10    $1,890,000
Granted                        125,000       $2.63 - $2.88       341,000
Canceled                      (287,000)           $1.00         (287,000)
Outstanding-March 31, 1996   1,668,000       $1.00 - $2.88     1,944,000
Granted                         50,000       $2.25 - $2.56       119,000
Exercised                      (69,000)           $1.00          (69,000)
Canceled                       (59,000)      $1.00 - $2.56       (67,000)
Outstanding-March 31, 1997   1,590,000       $1.00 - $2.88     1,927,000
Granted                        207,000            $1.00          207,000
Canceled                      (790,000)      $1.00 - $2.88    (1,067,000)
Outstanding-April 3, 1998    1,007,000       $1.00 - $1.10    $1,067,000

</TABLE>

      The  term  of each option is ten years, except for options issued  to  any
person  who  owns  more than 10% of the voting power of all classes  of  capital
stock,  for  which the term is five years.  Options may not be exercised  during
the  first  year  after the date of the grant.  Thereafter each  option  becomes
exercisable on a pro rata basis on each of the first through third anniversaries
of  the  date of the grant.  The exercise price of options granted  must  be  at
least  equal  to the fair market value of the shares on the date of  the  grant,
except that the option price with respect to an option granted to any person who
owns more than 10% of the voting power of all classes of capital stock shall not
be  less  than 110% of the fair market value of the shares on the  date  of  the
grant.

      The  Company  has elected to follow APB25 and related interpretations  for
stock-based compensation and accordingly has recognized no compensation expense.
Had  compensation cost been determined based upon the fair value at  grant  date
for  awards consistent with the methodology prescribed by Statement of Financial
Accounting  Standards No. 123, "Accounting for Stock-Based  Compensation"  ("FAS
123"),  the  Company's  net  loss  would have increased  approximately  $21,000,
$45,000 and $81,000 for the years ended April 3, 1998, March 31, 1997 and  1996,
respectively.

      The fair value of these options, and all other options and warrants of the
Company,   was  estimated  at  the date of grant using  a  Black-Scholes  option
pricing  model with the following assumptions for the years ended April 3,  1998
and March 31, 1997 and 1996; risk-free interest rate of 5%, an expected life  of
10  years  and a dividend yield of zero.  For the years ended April 3, 1998  and
March  31,  1997  and 1996, volatility was 56%, 73% and 85%, respectively.   The
effects  of  applying  FAS 123 and the results obtained are  not  likely  to  be
representative of the effects on future pro-forma income.
  
      In  October  1994,  the  Company's Board of  Directors  adopted,  and  the
stockholders subsequently approved, the 1994 Non-Employee Director Stock  Option
Plan. The maximum number of shares of common stock available under such plan  is
300,000  shares. A summary of transactions since inception of  the  plan  is  as
follows:

<TABLE>
                                Number of       Price         Aggregate
                                Shares          Per Share     Price
                                                            
<S>                             <C>             <C>           <C>   
Outstanding-March 31, 1995      175,000         $1.00         $175,000
Canceled                        (25,000)        $1.00          (25,000)
Outstanding_March 31, 1996,                                 
    March  31, 1997,
    April 3, 1998               150,000         $1.00         $150,000

</TABLE>

      The  provisions for exercise price, term and vesting schedule are the same
as noted above for the Stock Compensation Program.

      On September 29, 1993, the Company and five of its U.S. subsidiaries filed
voluntary petitions for relief under the reorganization provisions of Chapter 11
of the United States Bankruptcy Code and operated as debtors-in-possession under
the  supervision of the Bankruptcy Court while their reorganization  cases  were
pending.  The precipitating factor for these filings was the Company's  severe
liquidity  problems relating to its high level of indebtedness and a significant
decline  in sales from the prior year.  Effective March 31, 1994, the Bankruptcy
Court entered into an order confirming the Plan of Reorganization.  The Plan  of
Reorganization  provided  for the implementation of a  recapitalization  of  the
Company.

      Pursuant  to  the Plan of Reorganization, on March 31, 1994,  the  Company
issued  Series  A  Preferred Stock, $.01 par value, with a  face  value  of  $10
million and an estimated fair market value of approximately  $9  million.    The
preferred   stock   is   convertible into Common Stock at any  time  during  the
period  beginning on March 31, 1997 and ending on March 31, 2002; the  preferred
stock  is  convertible into common stock at a price per share  of  common  stock
equal  to 80% of the defined average market value of a share of common stock  on
the  date  of conversion.  The preferred stock bears dividends on  a  cumulative
basis  currently at 5.6% and declines by 1.4% each June 30th until no  dividends
are payable.
     
     The  preferred  stock is non-voting.  However, the terms of  the  preferred
stock provide that holders shall have the right to appoint two directors to  the
Company's Board of Directors if the preferred stock dividends are in default for
six  consecutive  quarters.  At April 3, 1998, the Company  was  in  arrears  on
$727,000 of dividends.
  
      Pursuant  to the Plan of Reorganization the Noteholders received  warrants
for  the  purchase  of  750,000  shares  of  common  stock.   The  warrants  are
exercisable for a period of seven years from March 31, 1994 and provide  for  an
exercise price of $1.00 per share for the first three years, escalating by  $.10
per share per annum thereafter until expiration of the warrants.
  
      In  connection with the Debentures offering, the Company in  August  1995,
issued  to  the  placement  agent and its authorized dealers  warrants  for  the
purchase of 500,000 shares of common stock.  The warrants are exercisable for  a
period  of four years from August 24, 1996 and provide for an exercise price  of
$3.9875 per share, subject to adjustment under certain circumstances.

      In  connection with a consulting agreement,  the Company in December 1995,
issued  warrants  for  the purchase of 250,000 shares  of  common  stock  at  an
exercise price of $4.00 per share.  The warrants may be exercised until December
8, 2000, when such warrants shall expire.
  
     In November 1995, the Company filed a shelf registration statement covering
5,000,000  shares  of common stock owned by FIN to finance a settlement  of  the
Litigation  Regarding Certain Outstanding Common Stock.  The shares  covered  by
the  shelf registration are subject to certain contractual restrictions and  may
be  offered for sale or sold only by means of an effective prospectus  following
registration under the Securities Act of 1933, as amended.
  
      In  November  1995, the Company's Board of Directors approved  a  plan  to
repurchase up to two million of its common shares, from time to time in the open
market.   In  May  1998, the plan was modified to approve the repurchase  of  $2
million  of  common  shares.  Although there are 51,044,730 shares  outstanding,
approximately 29.2 million shares are held directly or indirectly by  affiliated
entities   of   Geoffrey  Jurick,  Chairman,  Chief   Executive   Officer    and
President  of   the Company.  The Company  has  agreed  with  Mr.  Jurick   that
such  shares   will   not  be subject to repurchase under the Plan  approved  in
1995.   The  stock repurchase program is subject to consent of  certain  of  the
Company's lenders, certain court imposed restrictions, price and availability of
shares,  compliance  with  securities  laws  and  alternative  capital  spending
programs,  including  new  acquisitions.  The repurchase  of  common  shares  is
intended to be funded by working capital.

Note 10 -- Capital Structure:

      In February 1997 the Financial Accounting Standards Board issued Statement
No.  129  "Disclosure  of  Information About Capital Structure"  which  requires
companies  to  adopt  a method for reporting an entity's capital  structure  and
relevant information in summary format.  The following disclosure sets forth the
required information.

      The outstanding capital stock of the Company at April 3, 1998 consisted of
common stock and Series A convertible preferred stock.  The preferred shares are
convertible  to common shares at any time beginning March 31, 1997  until  March
31, 2002.

      During  the  year ended April 3, 1998, 4,763 shares of Series A  Preferred
Stock  were converted into 10.7 million shares of common stock.  If all existing
outstanding Preferred shares were converted at April 3, 1998, an estimated  14.7
million  additional common shares would be issuable. Dividends for the Preferred
Stock  accrue and are payable quarterly at 7% up to March 31, 1997 then  decline
by  1.4% each succeeding year until March 31, 2001 when no further dividends are
payable.  The dividend rate at April 3, 1998 was 5.6% and as of April  3,  1998,
$727,000  of dividends were in arrears.  Preferred shareholders have liquidation
rights  subordinated  to  the Company's Senior Secured  Lender  and  8-1/2%
Senior Subordinated Convertible Debentures.

     The Company has outstanding approximately 1.0 million options with exercise
prices  ranging from $1.00 to $1.10.  If the options were exercised, the holders
would  have  rights similar to common shareholders. Outstanding  warrants  total
approximately 670,000 common shares and have conversion prices ranging
from $1.10 to $4.00. If the  warrants  were exercised, the holders would
have rights similar  to  common shareholders.

       The   Company  has  outstanding  $20.8  million  of  Senior  Subordinated
Convertible  Debentures due in 2002 and pay interest quarterly.  The  Debentures
are  redeemable, in whole or in part, at the Company's option at  the  following
redemption prices beginning August 15, 1998 of 104% and declining by 1% per year
until maturity.

      Holders  may  redeem the Debentures at any time at a conversion  price  of
$3.9875   per share of common stock, subject to certain adjustments which  would
result in 5.2 million additional common shares being issued. The Debentures  are
subordinated to all existing and future senior indebtedness.

Note 11 --Net Earnings (Loss) per Share:

      The  following table sets forth the computation of basic and diluted  loss
per share for the years ended April 3, 1998, March 31, 1997 and 1996:

<TABLE>
                     (In thousands, except per share amount)
                                            
                             1998         1997            1996
                                                         
   <S>                     <C>           <C>           <C>
   Loss                    $(1,430)      $(23,968)     $(13,389)
   Less: Preferred Stock                            
      Dividends                400            700           700
                                                     
   Loss available to                            
      Common Stockholders
      (numerator)           (1,830)       (24,668)      (14,089)
                                                     
   Weighted average                            
      shares (denominator)  45,167         40,292        40,253
   Loss per share          $  (.04)       $  (.61)     $   (.35)

</TABLE>

Options  and warrants to purchase 1,826,000, 2,410,000, and 2,510,000 of  common
stock  were not included in computing diluted earnings per share for 1998,  1997
and 1996, respectively, because the effect would be antidilutive.

Preferred  stock convertible into 14,700,000, 9,000,000 and 5,400,000 shares  of
common stock were not included in computing diluted earnings per share for 1998,
1997 and 1996, respectively, because the effect would be antidilutive.

Senior subordinated debentures convertible into 5,204,000 shares of common stock
if converted were not included in computing diluted earnings per share for 1998,
1997 and 1996, respectively, because the effect would be antidilutive.

Note 12 -- License Agreements:

      The Company has several license agreements in place, which allow licensees
the  use of the Emerson and G-Clef trademark for the manufacture and/or the sale
of  consumer  electronics  and  other products.  The  license  agreements  cover
various  countries  throughout  the world and are  subject  to  renewal  at  the
expiration  of  the  agreements.  Additionally, the  Company  has  entered  into
several  sourcing and inspection agreements that require the Company to  provide
these  services  in exchange for a fee.  License revenues recognized  in  Fiscal
years  1998  and 1997 were $5,597,000 and $5,040,000 respectively.  The  Company
records  a majority of licensing revenues as it is earned over the term  of  the
related  agreement.  In Fiscal 1998 and Fiscal 1997, $908,000 and $1,074,000  of
license  revenues  recognized represented the discounted value  of  the  minimum
royalties  due under the term of the agreements.  This will reduce  the  revenue
recognized related to such agreements in future years.

      In February 1995, the Company and one of its largest Suppliers and certain
of  the  Supplier's affiliates (collectively, the "Supplier") entered  into  two
mutually  contingent agreements (the "Agreements").  Effective March  31,  1995,
the Company granted a license of certain trademarks to the Supplier for a three-
year  term.  The license permitted the Supplier to manufacture and sell  certain
video  products under the Emerson and G-Clef  trademark to one of the  Company's
largest  customers (the "Customer") in the U.S. and Canada,  and  precluded  the
Supplier from supplying product to the Customer other than under the Emerson 
and G-Clef  trademark  or the Supplier's other trademarks. Further, the 
Agreements provided  that the Supplier would supply the Company with
certain video products for  sale  to other customers at preferred prices
for a three-year term.   Under the  terms of the Agreements, the Company
received non-refundable minimum annual royalties  from the Supplier to be
credited against royalties earned from  sales of  video cassette recorders
and players, television/video cassette recorder and player  combinations,
and  color televisions to  the  Customer.   In  addition,
effective  August 1, 1995, the Supplier assumed responsibility for  returns  and
after-sale  and  warranty  services on all video products  manufactured  by  the
Supplier and sold to the Customer, including similar video products sold by  the
Company  prior  to  April  1, 1995.  Royalty income recognized  by  the  Company
pursuant  to the Agreements was $4,000,000, $4,000,000 and $4,442,000 in  Fiscal
1998, 1997 and 1996, respectively.  The agreement expired on March 31, 1998.

      In  anticipation of the expiration of the Agreements, Emerson  executed  a
four-year  agreement   ("Daewoo Agreement") with Daewoo  Electronics  Co.  Ltd.,
("Daewoo")  in April 1997.  This agreement provides that Daewoo will manufacture
and  sell television and video products bearing the Emerson and G-Clef trademark
to  customers  in  the U.S. market.  Daewoo is responsible for and  assumes  all
risks  associated  with,  order processing, shipping,  credit  and  collections,
inventory, returns and after-sale service.  The Company will arrange  sales  and
provide marketing services and in return receive a commission for such services.
This  agreement  can be terminated without cause by either party  upon  90  days
notice.

      The  Daewoo Agreement may result in commission revenues that will 
be  less than,  equal  to  or  exceed  those earned from the  Supplier
Agreement.   The agreement  with  Daewoo  does not contain minimum  annual
 commissions  and  is entirely  dependent on the volume of sales made by
the Company that are  subject to  the  Daewoo Agreement.  Should the
Company not generate commission  revenues that  are  at levels
substantially equal to the revenues generated  from the  Supplier
Agreement the Company's results of operations will  be  effected
adversely.

     In February 1997, the Company executed  five-year license/supply agreements
with  Cargil International Corp. ("Cargil"), covering the Caribbean and  Central
and  South  American  markets.  The agreements provide for the  license  of  the
Emerson and G-Clef trademark for certain consumer electronics and other products
and  require Emerson to source and inspect product for Cargil.  Under the  terms
of  the  agreements,  the Company will receive minimum annual  royalties  and  a
separate  fee  for  the  provision of sourcing and inspection  service.   Cargil
assumes  all  costs and expenses associated with the purchasing,  marketing  and
after-sales support of such products.
  
      In  October 1994, the Company entered into a license agreement with  Jasco
Products Co., Inc., ("Jasco"), as amended, whereby the Company granted a license
of  certain  trademarks  to  Jasco for use on consumer electronics  accessories.
Under the terms of the agreement, as amended in April 1997, the  Company  will
receive  minimum  annual  royalties through the life  of  the  agreement,  which
expires on December 31, 1998.
  
     In  June  1997,  the  Company entered into an eighteen month license
agreement with World Wide One, Ltd., a Hong Kong corporation for use  of
the Emerson and G-Clef trademark in connection with the sale of certain consumer
electronics products and other products to Makro International Far East Ltd. for
sales of these products in China, Indonesia, Malaysia, Philippines, South Korea,
Taiwan  and Thailand.  The Company will provide sourcing and inspection services
for  at  least  50%  of the licensee's purchase requirement.   The  licensee  is
required  to  meet certain minimum sales requirements as well as to  ensure  the
establishment  of  adequate service centers or agents for  after-sales  warranty
services.
  
      In  March  1998,  the  Company  executed  three-year  license  and  supply
agreements  with  WW  Mexicana, S. A. de C. V. ("WW  Mexicana"),  a  distributor
located  in Mexico covering the Mexico market.  The agreements provide  for  the
license of the Emerson and G-Clef trademark for use on certain consumer products
to  be sold in Mexico and sourcing and inspection services.  Under the terms  of
these agreements, the Company will receive minimum annual royalties through  the
life  of  the  agreement  and  will receive a  separate  fee  for  sourcing  and
inspection services.
  
     In March 1998 the Company executed a three-year license agreement with Tel-
Sound  Electronics, Inc. ("Tel-Sound"), covering the United  States  and  Canada
markets.   The  agreement  provides for the license of the  Emerson  and  G-Clef
trademark  for use with telephones, answering machines and caller  ID  products.
Under  the  terms  of  this agreement, the Company will receive  minimum  annual
royalties through the life of the agreement.

Note 13 --Legal Proceedings:

CERTAIN OUTSTANDING COMMON STOCK

     Pursuant to the Company's bankruptcy restructuring plans on March 31, 1994,
30  million  shares of the Company's Common Stock were issued to GSE  Multimedia
Technologies Corporation ("GSE"), Fidenas International Limited, L.L.C.  ("FIN")
and   Elision  International,  Inc.  ("Elision").  GSE,  FIN  and  Elision  (the
"Affiliated  Entities") are all affiliates of Geoffrey P. Jurick, the  Company's
Chairman of the Board, Chief Executive Officer and President.  On June 11, 1996,
a  Stipulation  of   Settlement  and  Order  (the "Settlement  Agreement")   was
executed in proceedings before the United States District Court for the District
of  New  Jersey,  which settles various legal proceedings  in  Switzerland,  the
Bahamas  and  the  United States. The Settlement Agreement provides  for,  among
other  things,  the payment by Mr. Jurick and his Affiliated Entities  of  $49.5
million  to  various  claimants of Mr. Jurick and the Affiliated  Entities  (the
"Creditors"), to be paid from the proceeds of the sale of certain  of  the  29.2
million  shares of Emerson common stock (the "Settlement Shares") owned  by  the
Affiliated  Entities.  In addition, Mr. Jurick is to be paid  the  sum  of  $3.5
million from the sale of the Settlement Shares. The Settlement Shares are to  be
sold  over  an indeterminate period of time by a financial advisor,  TM  Capital
(the "Advisor") pursuant to a marketing plan taking into consideration  (i)  the
interests  of  Emerson's minority stockholders, and (ii) the goal of  generating
sufficient proceeds to pay the Creditors and Mr. Jurick as quickly as  possible.
The  Settlement  Shares have been divided into two pools.   The  Pool  A  Shares
currently consist of 15.3 million shares of Emerson's common stock. The  Pool  B
Shares  currently consist of the number of Emerson shares with respect to  which
Mr. Jurick must retain beneficial ownership of voting power to avoid an event of
default  arising  out  of  a change of control pursuant  to  the  terms  of  the
Company's  Loan  and Security agreement with a U.S. financial  institution  (the
"Lender") and/or the Indenture governing the Company's   8-1/2%  Senior
Subordinated  Convertible Debentures Due 2002 (the "Debentures"). Sales  of  the
Settlement  Shares may be made pursuant to a registered offering  if  the  sales
price  is  not  less  than 90% of the average of the three most  recent  closing
prices  (the "Average Closing Price"), or, other than in a registered  offering,
of  up  to 1% per quarter of the Emerson common stock outstanding, if the  sales
price  is  not less than 90% of the Average Closing Price.  Any other  attempted
sales are subject to the consent of the Company, Mr. Jurick, the Creditors, and,
if necessary, the United States District Court in Newark, New Jersey.

      All  of the Settlement Shares secure payment of the $49.5 million owed  to
the  Creditors on a first priority basis.  Any Creditor may apply to  the  Court
for  an  order  to terminate the Settlement Agreement if  certain events  occur.
Such events include, without limitation, delisting of the Settlement Shares from
a  national  securities exchange or a determination that there is no  reasonable
prospect  that  the  goals  contemplated by  the  Settlement  Agreement  can  be
achieved. In November 1997, Petra Stelling and Barclays Bank filed a motion with
the  Court  for an order (i) terminating the Settlement Agreement on the  ground
that  there  is  no  reasonable  prospect that the  goals  contemplated  by  the
Settlement  Agreement  can  be  accomplished, and (ii)  granting  the  Creditors
authorization to exercise all the rights and remedies provided by the Settlement
and  Pledge  Agreements  in the event of termination including  authorizing  the
Collateral  Agent to sell the Emerson Shares to fund payment of  the  Settlement
Amount and to vote the Emerson Shares pending such sale, directing the entry and
release  of  the  Consent Judgments, authorizing Petra Stelling to  enforce  the
Swiss  Judgment  and for such other relief as the Court deems appropriate.   The
Company  and  Mr. Jurick responded, the Creditors replied and a hearing  on  the
motion  was  held in April 1998 at which time it was adjourned.  The hearing  is
currently scheduled to resume on July 9, 1998.

      If  the  Court  enters an order terminating the Settlement Agreement,  the
Creditors  may take any action permitted by law to execute the Consent Judgments
given  to them in connection with the Settlement Agreement to collect the unpaid
balance  (including, without limitation, foreclosing on the Settlement  Shares).
If the Creditors foreclose on the Settlement Shares and such foreclosure results
in  a change of control (as defined in the Senior Secured Credit Facility), such
foreclosure  will  be  deemed  an event of default under  the  Company's  Senior
Secured  Credit  Facility entitling the holders to accelerate  payment  of  such
indebtedness.  In addition, if a change of control (as defined in the  Indenture
governing the Debentures) occurs, each of the holders of the Debentures, subject
to  the right of the Senior Secured Creditors to impose a 120 day payment block,
has  the  right to require the Company to repurchase its Debentures at  the  par
value  hereof  plus  accrued by unpaid interest.  Such repurchases  may  have  a
material adverse effect on the Company's future business activities.

     In 1994, Petra and Donald Stelling ("the Stellings"), two of the Creditors,
filed  a  complaint with the Swiss Authorities alleging that Messrs. Jurick  and
Jerome  H.  Farnum ("Farnum"), directors of the Company,  had conducted  banking
operations in Switzerland without appropriate licenses and that Messrs.  Jurick,
Farnum,  and Peter G. Bunger ("Bunger"), also a director of the Company, engaged
in  improper  activities  in  the  financing  of  the  Plan  of  Reorganization.
Although,  as part of the settlement discussed herein, the Stellings  
requested the discontinuance of the criminal investigations  of these
individuals, the matter is presently pending before a Swiss Court with  a
trial,  if any, to be held no earlier than 1999.  The Federal Banking Commission
of  Switzerland previously issued a decree purporting to determine that  certain
entities affiliated with Messrs. Jurick and Farnum were subject to Swiss banking
laws and had engaged in banking activities without a license.

OTAKE

      On December 20, 1995, the Company filed suit in the United States District
Court  for  the District of New Jersey against Orion Sales, Inc., Otake  Trading
Co.  Ltd., Technos Development Limited, Shigemasa Otake, and John Richard  Bond,
Jr.,  (collectively,  the "Otake Defendants") seeking damages  and  alleging
breach  of  contract, breach of covenant of good faith and fair dealing,  unfair
competition,  interference with prospective economic  gain,  and  conspiracy  in
connection  with  certain  activities  of the  Otake  Defendants  under  certain
agreements between the Company and the Otake Defendants.

      On December 21, 1995, Orion Sales, Inc. and Orion Electric (America), Inc.
filed  suit  against the Company in the United States District  Court,  Southern
District of Indiana, Evansville Division, subsequently amended, alleging various
breaches  of  certain  agreements  by the Company,  including  breaches  of  the
confidentiality  provisions, certain payment breaches,  breaches  of  provisions
relating to product returns, and other alleged breaches of those agreements, and
seeking  declaratory and injunctive relief and  damages in the  amount  of  $3.2
million,  together  with interest thereon, attorneys' fees,  and  certain  other
costs.  The  Company  is  presently  owed the  sum  of  $5  million  from  Orion
representing  royalty payments past due and owing pursuant to a certain  License
Agreement dated February 22, 1995 by and between the Company and Orion.  In  the
context of the action Orion Sales, Inc. v. Emerson Radio Corp., pending  in  the
United States District Court for the Southern District of Indiana (the "District
Court"),  Orion  has  executed a pre-judgment garnishment  of  these  funds  and
deposited them with the Clerk of the District Court pursuant to an Order of  the
District  Court.   Orion has not contested the Company's  entitlement  to  these
royalty  payments.   Orion  has  also posted a  bond  with  the  District  Court
sufficient  to compensate Emerson for any and all damages that may  result  from
the pre-judgment garnishment.

      The  Company has withheld payment of the sum of $3.2 million  for  certain
consumer electronic products that Orion and its affiliates sold and delivered to
Emerson  pursuant to a certain Agreement dated February 22, 1995 by and  between
Emerson  on  the  one  hand  and  Orion, Otake Trading  Co.,  Inc.  and  Technos
Development  Limited  on  the  other  (the  "Supply  Agreement").   Emerson  has
vigorously  contested Orion's and its affiliates' entitlement to the $3.2
million payment.

      Both  the Company and Orion have asserted claims for interest accruing  on
the unpaid principal balances respectively due them, which are presently pending
before  the  District  Court.  The Company's management believes  that  it  will
receive the $5 million due pursuant to the License Agreement and has meritorious
defenses  to Orion's claim for the $3.2 million payment, and, also, the interest
allegedly  accrued thereon.  In any event, the Company believes the  results  of
that  litigation  should  not have a material adverse effect  on  the  financial
condition of the Company or on its operations.

BANKRUPTCY CLAIMS

     The Company is presently engaged in litigation regarding several bankruptcy
claims  which  have not been resolved since the restructuring of  the  Company's
debt  in March 31, 1994.  The largest claim was filed on or about July 25,  1994
in  connection  with  the  rejection of certain  executory  contracts  with  two
Brazilian  entities, Cineral Electronica de Amazonia Ltda. and Cineral  Magazine
Ltda.  (collectively,  "Cineral"). The amount currently  claimed  is  for  $93.6
million,  of which $86.8 million represents a claim for lost profits. The  claim
will  be satisfied, to the extent the claim is allowed by the Bankruptcy  Court,
in  the  manner other allowed unsecured claims were satisfied.  The Company  has
objected  to the claim and intends to vigorously contest such claim and believes
it  has meritorious defenses to the highly speculative portion of the claim  for
lost  profits  and  the  portion of the claim for actual  damages  for  expenses
incurred prior to the execution of the contracts. An adverse final ruling on the
Cineral  claim could have a material adverse effect on the Company, even  though
it  would  be  limited  to 18.3% of the final claim determined  by  a  court  of
competent jurisdiction; however, with respect to the claim for lost profits, the
Company  believes the chances for recovery for lost profits are  remote.   There
has been no activity regarding this litigation during the current fiscal year.

      The  Company is involved in other legal proceedings and claims of  various
types  in  the ordinary course of business.  While any such litigation to  which
the  Company is a party contains an element of uncertainty, management presently
believes  that the outcome of each such proceeding or claim which is pending  or
known  to  be  threatened, or all of them combined, will  not  have  a  material
adverse effect on the Company's consolidated financial position.

Note 14-- Business Segment Information and Major Customers:

      The  consumer electronics business is the Company's only business segment.
Operations in this business segment are summarized below by geographic area:

<TABLE>
                                 
                               Year Ended April 3, 1998
                                    (In thousands)
                         U.S.        Foreign   Eliminations    Consolidated
                                                              
<S>                      <C>         <C>      <C>              <C>
Sales to unaffiliated
   customers             $159,108    $ 3,622   $     -         $ 162,730
Earnings (loss) before                           
   income taxes          $ (2,368)   $   938   $     -         $  (1,430)
Identifiable assets      $ 51,008    $   912   $     -         $  51,920

</TABLE>

<TABLE>
                                                        
                                Year Ended March 31, 1997
                         U.S.        Foreign   Eliminations    Consolidated
<S>                      <C>         <C>       <C>             <C>
Sales to unaffiliated    
   customers             $172,417    $ 6,291   $     -         $ 178,708
Transfers between   
   geographic areas         2,592        581      (3,173)              -
Total net revenues       $175,009    $ 6,872   $  (3,173)      $ 178,708
Earnings (loss) before                           
   income taxes          $(20,677)   $(1,791)  $       -       $ (22,468)
Identifiable assets      $ 58,382    $   386   $       -       $  58,768

                               Year Ended March 31, 1996                
Sales to unaffiliated 
   customers             $234,369    $11,298   $       -       $ 245,667
Transfers between                            
   geographic areas         2,884        876      (3,760)              -
Total net revenues       $237,253    $12,174   $  (3,760)      $ 245,667
Earnings (loss) before                            
   income taxes          $(11,324)   $(2,039)  $       -       $ (13,363)
Identifiable assets      $ 90,350    $ 6,226   $       -       $  96,576

</TABLE>

      Transfers  between geographic areas are accounted for  on  a  cost  basis.
Identifiable assets are those assets used in operations in each geographic area.

     At April 3, 1998, March 31, 1997 and 1996, total assets include $9,187,000,
$10,657,000  and   $27,779,000,  respectively,  of  assets  located  in  foreign
countries.

      The Company's net sales to one customer aggregated approximately 58%,  36%
and   18% of consolidated net revenues for the years ended April 3, 1998,  March
31, 1997 and 1996, respectively. This customer approximated 17% of the Company's
trade accounts receivable at April 3, 1998, and has not been collateralized. The
Company's  net  sales to another customer aggregated 16%, 13% and  16%  for  the
years  ended  April  3,  1998,  March 31, 1997 and  1996,  respectively.   Trade
accounts  receivable  from  this customer were less  than  10%  of  total  trade
receivables.

Note 15 - Investment in Joint Venture:

      The  Company  has a 50% investment in E & H Partners, a joint  venture  in
liquidation that refurbishes and sells certain of the Company's product returns.
The  results of this joint venture were accounted for by the equity  method  and
the  Company's equity in the earnings (loss) of the joint venture was  reflected
as  an increase or reduction of cost of sales.  Summarized financial information
relating to the joint venture for the years ended April 3, 1998, March 31,  1997
and 1996 is as follows:

<TABLE>
                                                                             
                                      1998       1997        1996
                                            (In thousands)
   <S>                                <C>        <C>         <C>
   Activity between Company and
      E & H Partners
   Accounts receivable from joint  
      venture (a)                     $1,438     $3,522      $13,270
   Investment in joint venture             -        440        1,265
   Sales to joint venture                  -      5,792       17,629
                                                               
   E   &   H  Partners  Summarized                             
      Financial Information
   Condensed balance sheet:                                    
      Current assets                  $1,889     $7,947      $19,326
      Noncurrent assets                    -          -          162
             Total                    $1,899    $ 7,947      $19,488
      Current liabilities             $2,609    $ 7,476      $16,958
      Partnership equity                (720)       471        2,530
             Total                    $1,889    $ 7,947      $19,488
                                                               
   Condensed income statement:                                 
      Net sales (b)                   $1,772    $31,564      $27,712
      Net loss                          (318)    (2,058)        (600)

</TABLE>

(a)  Accounts  receivable  are secured by a shared  lien  on  the  partnership's
inventory  with the other partner in the joint venture, and such lien  had  been
assigned to the Lender as collateral for the U.S. line of credit facility.

(b)    Includes   sales  to  the  Company  of  $0,  $7,058,000  and  $5,964,000,
respectively.

      Effective  January  1, 1997, the partners to the E&H Partnership  mutually
agreed  to dissolve the joint venture and wind down its operations. The partners
have  elected  to extend such wind down in order to facilitate  a  more  orderly
liquidation of the joint venture.


<TABLE>
                      EMERSON RADIO CORP. AND SUBSIDIARIES
                                  SCHEDULE VIII
                 VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
                                 (In thousands)
<CAPTION>
                                        
            Column A               Column B   Column C    Column D   Column E
                                   Balance    Charged                Balance
                                   at         to                     at
                                   beginning  costs       Deduc-     end of
            Decription             of year    expenses    tions      year (C)
                                                               
<S>                                <C>       <C>         <C>         <C>
Allowance for doubtful                               
     accounts/chargebacks:
Year ended:                                                    
   April 3, 1998                   $2,686     $1,165      $  337(A)  $ 3,514
   March 31, 1997                   2,831      2,558       2,703       2,686
   March 31, 1996                   4,150      1,111       2,430       2,831
Inventory reserves:                                            
Year ended:                                                    
   April 3, 1998                   $2,161     $1,507      $2,971(B)   $  697
   March 31, 1997                   1,222      4,560       3,621       2,161
   March 31, 1996                     470      1,087         335       1,222


</TABLE>

(A)  Accounts written off, net of recoveries.
(B)  Net realizable value reserve removed from account when inventory is sold.
(C)  Amounts  do  not  include certain accounts receivable  reserves  that  are
     disclosed  as "allowances" on the Consolidated Balance Sheets since they
     are not valuation reserves.
            
                                INDEX TO EXHIBITS
     
                                                                 PAGE NUMBER
                                                                 IN SEQUENTIAL
                                                                 NUMBERING
EXHIBIT            DESCRIPTION                                   SYSTEM


(2)      Confirmation  Order and Fourth Amended Joint  Plan  of 
         Reorganization of Emerson Radio Corp. ("Old Emerson")  and
         certain  subsidiaries  under Chapter  11  of  the  United
         States   Bankruptcy   Code,   dated   March   31,    1994
         (incorporated  by reference to Exhibit (2)  of  Emerson's
         Registration Statement on Form S-1, Registration No.  33-
         53621,  declared effective by the Securities and Exchange
         Commission ("SEC") on August 9, 1994).

(3) (a)  Certificate of Incorporation of Emerson (incorporated  by
         reference  to  Exhibit (3) (a) of Emerson's  Registration
         Statement   on  Form  S-1,  Registration  No.   33-53621,
         declared effective by the SEC on August 9, 1994).

(3) (b)  Certificate  of Designation for Series A Preferred  Stock
         (incorporated  by  reference  to  Exhibit  (3)   (b)   of
         Emerson's    Registration   Statement   on   Form    S-1,
         Registration No. 33-53621, declared effective by the  SEC
         on August 9, 1994).

(3) (c)  Plan  of  Reorganization and Agreement of Merger  by  and
         between  Old  Emerson and Emerson Radio (Delaware)  Corp.
         (incorporated  by  reference  to  Exhibit  (3)   (c)   of
         Emerson's    Registration   Statement   on   Form    S-1,
         Registration No. 33-53621, declared effective by the  SEC
         on August 9, 1994).

(3) (d)  Certificate  of Merger of Old Emerson  with  and  into 
         Emerson  Radio (Delaware) Corp. (incorporated by reference
         to  Exhibit  (3) (d) of Emerson's Registration  Statement
         on   Form   S-1,  Registration  No.  33-53621,   declared
         effective by the SEC on August 9, 1994).

(3) (e)  Amendment  dated February 14, 1996 to the Certificate  of
         Incorporation  of Emerson (incorporated by  reference  to
         Exhibit (3) (a) of Emerson's Quarterly Report on Form 10-
         Q for the quarter ended December 31, 1995).

(3) (f)  By-Laws  of  Emerson adopted March 1994 (incorporated  by
         reference  to  Exhibit (3) (e) of Emerson's  Registration
         Statement   on  Form  S-1,  Registration  No.   33-53621,
         declared effective by the SEC on August 9, 1994).

(3) (g)  Amendment  dated November 28, 1995 to the  By-Laws  of 
         Emerson  adopted March 1994 (incorporated by reference  to
         Exhibit (3) (b) of Emerson's Quarterly Report on Form 10-
         Q for the quarter ended December 31, 1995).

(4) (a)   Warrant  Agreement to Purchase 750,000 shares of  Common
          Stock,  dated  as  of  March 31, 1994  (incorporated  by
          reference  to  Exhibit (4) (a) of Emerson's Registration
          Statement   on  Form  S-1,  Registration  No.  33-53621,
          declared effective by the SEC on August 9, 1994).

(4) (b)   Indenture,  dated as of August 17, 1995 between  Emerson
          and Bank One, Columbus, NA, as Trustee (incorporated  by
          reference to Exhibit (1) of Emerson's Current Report  on
          Form 8-K filed with the SEC on September 8, 1995).

(4) (c)   Common  Stock  Purchase  Warrant Agreement  to  purchase
          50,000  shares of Common Stock, dated as of December  8,
          1995 between Emerson and Michael Metter (incorporated by
          reference  to  Exhibit (10) (e) of  Emerson's  Quarterly
          Report  on Form 10-Q for the quarter ended December  31,
          1995).

(4) (d)   Common  Stock  Purchase  Warrant Agreement  to  purchase
          200,000 shares of Common Stock, dated as of December  8,
          1995 between Emerson and Kenneth A. Orr (incorporated by
          reference  to  Exhibit (10) (f) of  Emerson's  Quarterly
          Report  on Form 10-Q for the quarter ended December  31,
          1995).

(10) (a)  Form  of  Promissory Note issued to certain Pre-Petition
          Creditors  (incorporated by  reference to  Exhibit  (10)
          (e)  of  Emerson's Registration Statement on  Form  S-1,
          Registration No. 33-53621, declared effective by the SEC
          on August 9, 1994).

(10) (b)  Loan  and  Security Agreement, dated March 31, 1994,  by
          and  among  Emerson, Majexco Imports, Inc. and  Congress
          Financial  Corporation  ("Congress")  (incorporated   by
          reference  to Exhibit (10) (f) of Emerson's Registration
          Statement   on  Form  S-1,  Registration  No.  33-53621,
          declared effective by the SEC on August 9, 1994).

(10) (c)  Amendment  No. 1 to Financing Agreements,  dated  as  of
          August  24,  1995, among Emerson, Majexco Imports,  Inc.
          and  Congress (incorporated by reference to Exhibit  (2)
          of  Emerson's Current Report on Form 8-K filed with  the
          SEC on September 8, 1995).

(10) (d)  Amendment  No. 2 to Financing Agreements,  dated  as  of
          February 13, 1996 (incorporated by reference to  Exhibit
          (10) (c) of Emerson's Quarterly Report on Form 10-Q  for
          the quarter ended December 31, 1995).

(10) (e)  Amendment  No. 3 to Financing Agreements,  dated  as  of
          August  20,  1996 (incorporated by reference to  Exhibit
          (10) (b) of Emerson's Quarterly Report on Form 10-Q  for
          the quarter ended December 31, 1995).

(10) (f)  Amendment No. 4 to  Financing Agreements, dated as of
          November 14,  1996 (incorporated  by  reference  to
          Exhibit  (10)  (c)  of Emerson's Quarterly Report on Form 10-Q
          for the  quarter ended September 30, 1996).

(10) (g)  Amendment  No. 5 to Financing Agreements,  dated  as  of
          February 18, 1997 (incorporated by reference to  Exhibit
          (10) (e) of Emerson's Quarterly Report on Form 10-Q  for
          the quarter ended December 31, 1996).

(10) (h)  Stipulation of Settlement and Order dated June 11,  1996
          by   and   among  the  Official  Liquidator  of  Fidenas
          International  Bank  Limited, Petra  Stelling,  Barclays
          Bank  PLC, the Official Liquidator of Fidenas Investment
          Limited,   Geoffrey  P.  Jurick,  Fidenas  International
          Limited,   L.L.C.,  Elision  International,  Inc.,   GSE
          Multimedia Technologies Corporation and Emerson.

(10) (i)  Pledge Agreement dated as of February 4, 1997 by Fidenas
          International  Limited, L.L.C. ("FIN") in  favor  of  TM
          Capital Corp. (incorporated by reference to Exhibit (10)
          (a)  of Emerson's Quarterly Report on Form 10-Q for  the
          quarter ended December 31, 1996).

(10) (j)  Registration Rights Agreement dated as of   February  4,
          1997  by and among Emerson, FIN, the Creditors, FIL  and
          TM  Capital Corp. (incorporated by reference to  Exhibit
          (10) (b) of Emerson's Quarterly Report on Form 10-Q  for
          the quarter ended December 31, 1996).

(10) (k)  License and Exclusive Distribution Agreement with Cargil
          International  Corp.  dated  as  of  February  12,  1997
          (incorporated  by  reference  to  Exhibit  (10)  (c)  of
          Emerson's Quarterly Report on Form 10-Q for the  quarter
          ended December 31, 1996).

(10) (l)  Agreement  dated  April  10, 1997  between  Emerson  and
          Daewoo Electronics Co., Ltd.

(10) (m)  Securities  Purchase Agreement dated as of November  27,
          1996,  by  and between Sport Supply Group, Inc.  ("SSG")
          and Emerson (incorporated by reference to Exhibit (2)(a)
          of  Emerson's Current Report on Form 8-K dated  November
          27, 1996).

(10) (n)  Form  of  Warrant  Agreement  by  and  between  SSG  and
          Emerson (incorporated by reference to Exhibit (4)(a)  of
          Emerson's Current Report on Form 8-K dated November  27,
          1996).

(10) (o)  Form of Registration Rights Agreement by and between SSG
          and Emerson (incorporated by reference to Exhibit (4)(b)
          of  Emerson's Current Report on Form 8-K dated  November
          27, 1996).

(10) (p)  Consent  No.  1  to Financing Agreements among  Emerson,
          certain  of its subsidiaries, and Congress (incorporated
          by  reference  to  Exhibit (10)(b) of Emerson's  Current
          Report on Form 8-K dated November 27, 1996).

(10) (q)  Form  of  Termination  of Employment  Agreement  between
          Emerson and John Walker dated as of January 15, 1998.*

(10) (r)  License  Agreement dated as of March  30,  1998  by  and
          between Tel-Sound Electronics, Inc. and Emerson. *

(10) (s)  License  Agreement dated as of March  31,  1998  by  and
          between WW Mexicana, S. A. de C. V. and Emerson. *

(10) (t)  Amendment  No. 7 to Financing Agreements,  dated  as  of
          March 31, 1998. *

(10) (u)  Amendment  No. 1 to Pledge and Security Agreement  dated
          as of March 31, 1998. *

(10) (v) Second   Lease  Modification dated as  of  May  15,  1998
         between Hartz Mountain, Parsippany and Emerson. *

(12)     Computation  of  Ratio  of Earnings  (Loss)  to  Combined
         Fixed Charges and Preferred Stock Dividends. *

(21)     Subsidiaries of the Company as of April  3,
         1998.*

(23)      Consent of Independent Auditors.*

(27)      Financial Data Schedule for year ended April  3,
          1998.*

* Filed herewith.

<TABLE>

                                   EXHIBIT 12
                      EMERSON RADIO CORP. AND SUBSIDIARIES
                              EXHIBIT TO FORM 10-K
            COMPUTATION OF RATIO OF EARNINGS (LOSS) TO COMBINED FIXED
                      CHARGES AND PREFERRED STOCK DIVIDENDS
                        (In thousands, except ratio data)
<CAPTION>
                                        
                                   Historical
                                                                  
                     Year       Year       Year        Year        Year
                     Ended      Ended      Ended       Ended       Ended
                     Apr. 3,    Mar. 31,   Mar. 31,    Mar. 31,    Mar. 31,
                     1998       1997       1996        1995        1994

<S>                  <C>        <C>        <C>        <C>          <C>
Pretax earnings 
    (loss)           $(1,176)   $(23,738)  $(13,363)  $  7,642     $(73,327)
                                                                  
Fixed charges:                                                    
  Interest             1,911      2,789       2,788      2,582       10,243
  Amortization of                                     
    debt expenses        677        640         487        300            -
                       2,588      3,429       3,275      2,882       10,243
Pretax earnings                                               
    (loss) before   
    fixed charges     $1,412   $(20,309)   $(10,088)   $10,524     $(63,084)

Fixed charges:                                                    
  Interest            $1,911   $  2,789    $  2,788    $ 2,582      $10,243
  Amortization of                                    
    debt expenses        677        640         487        300            -
  Preferred stock                                               
    dividend                                                          
    requirements         400        700         700        725(a)
requirements
                      $2,988    $ 4,129    $  3,975     $3,607     $ 10,243
                                                                  
Ratio  of  earnings                                               
    (loss) to
    combined fixed                                               
    charges and
    preferred stock 
    dividends            .47      (4.92)      (2.54)      2.92       (6.16)
                                                                  
Coverage deficiency        -     $4,129    $  3,975          -     $10,243
                                                               

</TABLE>
                                                               

(a)  The preferred stock dividend requirements have been adjusted to reflect the
  pretax earnings which would be required to cover such dividend requirements.

<TABLE>
                                   EXHIBIT 21
                      Emerson Radio Corp. and Subsidiaries
                              Exhibit to Form 10-K
                         Subsidiaries of the Registrant
                                        
                                  Jurisdiction of              Percentage of
Name of Subsidiary                Incorporation                Ownership
                                                     
<S>                               <C>                          <C>     
Emerson Radio (Hong Kong) Ltd.    Hong Kong                    100%*
Emerson Radio International Ltd.  British  Virgin Islands      100%
Sport Supply Group, Inc.          Delaware                      28%
                                        
</TABLE>
                                        
                                        
  *  One share is owned by a resident director pursuant to local law.